Exhibit 10.1
 Execution Version




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TABLE OF CONTENTS
 PageARTICLE 1. DEFINITIONS; RULES OF CONSTRUCTION
    
    
    1Section 1.1. Defined Terms
    
    
    1Section 1.2. Other Definitional and Interpretive Provisions
    
    
    47Section 1.3. Classification of Loans and Borrowings
    
    
    47Section 1.4. Time of Day
    
    
    48Section 1.5. Letter of Credit Amounts
    
    
    48Section 1.6. Accounting Terms and Accounting Changes
    
    
    48Section 1.7. Uniform Commercial Code
    
    
    48ARTICLE 2. THE CREDIT FACILITIES
    
    
    49Section 2.1. Revolving Commitments
    
    
    49Section 2.2. Termination or Reduction of Revolving Commitments
    
    
    49Section 2.3. Optional Increase in Commitments
    
    
    50Section 2.4. Protective Advances and Overadvance Loans
    
    
    52Section 2.5. Swingline Loans
    
    
    53Section 2.6. Letters of Credit
    
    
    54Section 2.7. Requesting Letters of Credit
    
    
    55Section 2.8. Reimbursement and Participations
    
    
    56Section 2.9. No Duty to Inquire
    
    
    58Section 2.10. Cash Collateral
    
    
    59Section 2.11. Obligations of Lenders Several
    
    
    60ARTICLE 3. INTEREST, FEES AND CHARGES
    
    
    60Section 3.1. Interest
    
    
    60Section 3.2. Alternative Rate of Interest
    
    
    61Section 3.3. Fees
    
    
    61ARTICLE 4. LOAN ADMINISTRATION
    
    
    62Section 4.1. Requests for New Loans
    
    
    62Section 4.2. Continuations and Conversions of Existing Loans
    
    
    64Section 4.3. Defaulting Lenders
    
    
    65Section 4.4. Borrower Agent
    
    
    66Section 4.5. One Obligation
    
    
    67ARTICLE 5. PAYMENTS
    
    
    67Section 5.1. General Payment Provisions
    
    
    67Section 5.2. Certain Payments
    
    
    67Section 5.3. Repayment of Loans
    
    
    67Section 5.4. Payment of Other Obligations
    
    
    68Section 5.5. Optional Prepayments
    
    
    68Section 5.6. Marshaling; Payments Set Aside
    
    
    68Section 5.7. Post-Default Allocation of Payments
    
    
    68Section 5.8. Sharing of Payments by Lenders
    
    
    69




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PageSection 5.9. Application of Payments
    
    
    70Section 5.10. Loan Account; Account Stated
    
    
    70Section 5.11. Increased Costs
    
    
    71Section 5.12. Illegality
    
    
    72Section 5.13. Funding Losses
    
    
    72Section 5.14. Taxes
    
    
    73Section 5.15. Mitigation Obligations; Replacement of Lenders
    
    
    75Section 5.16. Payments by Borrowers; Presumptions by Administrative Agent
    
    
    76Section 5.17. Nature and Extent of Each Borrowers Liability
    
    
    76ARTICLE 6. REPRESENTATIONS AND WARRANTIES
    
    
    80Section 6.1. Existence; Compliance with Law
    
    
    80Section 6.2. Legal Name; Jurisdiction of Organization; Location of Chief Executive
Office and Collateral Locations; Prior Names and Fictitious Business Names
    
    
    80Section 6.3. Power; Authorization; Enforceable Obligations; Liens
    
    
    81Section 6.4. Financial Statements and Projections
    
    
    81Section 6.5. Absence of Default
    
    
    82Section 6.6. Owned and Leased Real Property
    
    
    82Section 6.7. Labor Matters
    
    
    82Section 6.8. Subsidiaries, Joint Ventures and Affiliates; Outstanding Equity
Interests
    
    
    82Section 6.9. Government Regulation
    
    
    83Section 6.10. Taxes
    
    
    83Section 6.11. ERISA
    
    
    83Section 6.12. Litigation
    
    
    84Section 6.13. Intellectual Property
    
    
    84Section 6.14. Full Disclosure
    
    
    85Section 6.15. Environmental Matters
    
    
    85Section 6.16. Insurance
    
    
    86Section 6.17. Receivables
    
    
    86Section 6.18. Petroleum Inventory
    
    
    86Section 6.19. Investment Company Act; Other Regulations
    
    
    87Section 6.20. Solvency
    
    
    87Section 6.21. Deposit Accounts
    
    
    87Section 6.22. OFAC
    
    
    87Section 6.23. Anti-Terrorism Laws
    
    
    87Section 6.24. Prior Indemnification Agreements
    
    
    88ARTICLE 7. CONDITIONS PRECEDENT
    
    
    88Section 7.1. Conditions to Initial Extension of Credit
    
    
    88Section 7.2. Conditions to Each Extension of Credit
    
    
    92ARTICLE 8. AFFIRMATIVE COVENANTS
    
    
    92Section 8.1. Borrowing Base Certificate and Related Reports
    
    
    93Section 8.2. Financial Statements
    
    
    94




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PageSection 8.3. Certificates; Other Information
    
    
    95Section 8.4. Payment of Obligations
    
    
    97Section 8.5. Maintenance of Existence; Compliance
    
    
    97Section 8.6. Maintenance of Property; Insurance
    
    
    97Section 8.7. Inspection of Property; Books and Records; Discussions
    
    
    98Section 8.8. Notices
    
    
    98Section 8.9. Environmental Laws
    
    
    99Section 8.10. Use of Proceeds
    
    
    100Section 8.11. Additional Subsidiary Guarantors
    
    
    100Section 8.12. Borrowing Base Verification
    
    
    100Section 8.13. Further Assurances
    
    
    101Section 8.14. Designation and Conversion of Unrestricted Subsidiaries
    
    
    101Section 8.15. Maintenance of Dominion Account
    
    
    102Section 8.16. Post-Closing Undertakings
    
    
    102ARTICLE 9. NEGATIVE COVENANTS
    
    
    102Section 9.1. Indebtedness
    
    
    102Section 9.2. Liens
    
    
    104Section 9.3. Fundamental Changes
    
    
    106Section 9.4. Changes in Fiscal Periods
    
    
    106Section 9.5. Restricted Payments
    
    
    106Section 9.6. Investments
    
    
    107Section 9.7. Optional Payments and Modifications of Certain Debt Instruments
    
    
    108Section 9.8. Transactions with Affiliates
    
    
    109Section 9.9. Burdensome Agreements
    
    
    109Section 9.10. Dispositions
    
    
    109Section 9.11. Lines of Business
    
    
    111Section 9.12. Fixed Charge Coverage Ratio
    
    
    111ARTICLE 10. EVENTS OF DEFAULT
    
    
    111ARTICLE 11. ADMINISTRATIVE AGENT
    
    
    114Section 11.1. Appointment and Authority
    
    
    114Section 11.2. Rights as a Lender
    
    
    114Section 11.3. Exculpatory Provisions
    
    
    114Section 11.4. Reliance by Administrative Agent
    
    
    115Section 11.5. Delegation of Duties
    
    
    116Section 11.6. Resignation of Administrative Agent
    
    
    116Section 11.7. Non-Reliance on Administrative Agent and Other Lenders
    
    
    117Section 11.8. No Other Duties, Etc
    
    
    117Section 11.9. Administrative Agent May File Proofs of Claim
    
    
    117ARTICLE 12. MISCELLANEOUS
    
    
    118Section 12.1. Amendments; Consents and Waivers
    
    
    118Section 12.2. Notices; Effectiveness; Electronic Communication
    
    
    120Section 12.3. No Waiver; Cumulative Remedies
    
    
    122




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PageSection 12.4. Survival of Representations and Warranties
    
    
    123Section 12.5. Expenses; Indemnification; Damage Waiver
    
    
    123Section 12.6. Successors and Assigns; Participations and Assignments
    
    
    125Section 12.7. Set-off
    
    
    129Section 12.8. Counterparts
    
    
    129Section 12.9. Severability
    
    
    129Section 12.10. Integration
    
    
    130Section 12.11. GOVERNING LAW
    
    
    130Section 12.12. Submission To Jurisdiction; Waivers
    
    
    130Section 12.13. Acknowledgments
    
    
    131Section 12.14. Releases of Guarantees and Liens; Designation of Subsidiaries;
Disavowal of Liens
    
    
    131Section 12.15. Confidentiality
    
    
    132Section 12.16. WAIVERS OF JURY TRIAL
    
    
    133Section 12.17. Limitation on Interest
    
    
    133Section 12.18. USA Patriot Act Notice
    
    
    134




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EXHIBITS:A
    
    Form of Borrowing Base CertificateB
    
    Form of Compliance CertificateC
    
    Form of Closing CertificateD
    
    Form of Borrowing NoticeE
    
    Form of Conversion/Continuation NoticeF
    
    Form of Assignment and AssumptionG-1
    
    Form of Commitment Increase LetterG-2
    
    Form of Additional Lender CertificateH
    
    Form of Revolving NoteI
    
    Form of Guarantee and Collateral AgreementJ
    
    Form of Swingline NoteSCHEDULES:1.1
    
    Revolving Commitments1.2
    
    Designated Customers1.3
    
    U.S. Government Contracts1.4
    
    Existing Letters of Credit1.5
    
    Immaterial Subsidiaries6.2
    
    Subsidiaries6.3
    
    Consents, Etc.6.6
    
    Real Property6.7
    
    Labor Matters6.8(a)
    
    Capitalization of Restricted Subsidiaries6.8(b)
    
    Options, Warrants, Etc.6.10
    
    Taxes6.11
    
    ERISA6.12
    
    Litigation6.13
    
    Intellectual Property6.15
    
    Environmental Matters6.21
    
    Deposit Accounts8.14
    
    Unrestricted Subsidiaries8.16
    
    Post-Closing Undertakings9.1(d)
    
    Existing Indebtedness9.2(f)
    
    Existing Liens9.6
    
    Investments9.8
    
    Affiliate Transactions12.2
    
    Notices




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Agreement Company Borrower Borrowers Lender Lenders Union Bank Administrative Agent
 W I T N E S S E T H
  ARTICLE 1.
DEFINITIONS; RULES OF CONSTRUCTION
 Defined Terms Section 1.1 Section 1.1
 Acceptable Issuer
 Account Debtor
 Accounting Change
 Acquisition




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Act Section 12.18
 Additional Lender Section 2.3(a)
 Additional Lender Certificate Section 2.3(b)
 Adjusted Eurodollar Rate
 Administrative Agent
 Administrative Agent Parties Section 12.2(d)
 Administrative Questionnaire
 Affiliate
 Agent-Related Persons
 Aggregate Credit Exposure
 Agreement
 Allocable Amount Section 5.17(c)
 Anti-Terrorism Laws
 Applicable Law




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Applicable Lending Office
 Applicable Percentage Section 4.3(d)
 Applicable Rate Section 3.3(c)
 Applicable
    
    Base Rate
    
    
    Eurodollar
    
    
    Letter of Credit
    
    
    CommitmentRating Level
    
    Loans
    
    
    Loans
    
    
    Fee
    
    
    Fee RateLevel I
    
    
    1.500
    %
    
    
    2.500
    %
    
    
    2.500
    %
    
    
    0.500
    %Level II
    
    
    1.250
    %
    
    
    2.250
    %
    
    
    2.250
    %
    
    
    0.500
    %Level III
    
    
    1.000
    %
    
    
    2.000
    %
    
    
    2.000
    %
    
    
    0.375
    %Level IV
    
    
    0.750
    %
    
    
    1.750
    %
    
    
    1.750
    %
    
    
    0.375
    %Level V
    
    
    0.500
    %
    
    
    1.500
    %
    
    
    1.500
    %
    
    
    0.375
    %
 Applicable Rating Level
 Moodys
    
    
    S&PLevel I
    
    ≤ Ba3
    
    ≤ BB-Level II
    
    Ba2
    
    BBLevel III
    
    Ba1
    
    BB+Level IV
    
    Baa3
    
    BBB-Level V
    
    ≥ Baa2
    
    ≥ BBB




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Approved Account Debtor Section 8.1(b)
 Approved Account Debtor Receivable
 Approved Fund
 Assignment and Assumption Section
12.6(b) Exhibit F
 Availability
 Availability Reserve




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provided
 Auto-Extension Letter of Credit Section 2.7(c)
 Auto-Reinstatement Letter of Credit Section 2.7(d)
 Bank Product
 Bank Product Agreement
 Bank Product Obligations
 Bank Product Provider
 Bank Product Reserve provided
 Base Rate 1 2
 Base Rate Loans
 Blocked Person Section 6.23
 BNP Transactions




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Board
 Borrowed Money provided Section 9.2(d) Section 9.12
 Borrower Agent Section 4.4
 Borrower Materials Section 8.3(g)
 Borrowers Borrower
 Borrowing Section 4.1 Section 4.2
 Borrowing Base
 plus
 plus
 plus
 plus
 plus
 plus




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minus
  provided however
  Borrowing Base Adjustment Period
 Borrowing Base Certificate Exhibit A
 Borrowing Date
 Borrowing Notice Exhibit D Section 4.1
 Business Day provided Business Day
 Capital Lease Obligations




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Cash Collateralize Cash
Collateral
 Cash Equivalents provided




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Cash Management Services
 Change in Law provided
 Claims
 Closing Date Section
7.1
 Code
 Collateral
 Collateral Account
 Collateral Access Agreement




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Commitment Fee Rate
 Commitment Increase Certificate Section 2.3(b)
 Commitment Maturity Date Article 10
 Compliance Certificate Exhibit B
 Consolidated EBITDA plus provided minus
 Consolidated Net Income provided




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Continuation Section 4.2
 Continuation/Conversion Notice Section 4.2
 Continuing Directors
 Contractual Obligation
 Control Controlling, Controls Controlled
 Controlled Account
 Conversion Section 4.2 Article 4
 Credit Exposure plus
 Credit Judgment




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provided
 Debtor Relief Law
 Default Article 10
 Default Rate plus plus provided however plus plus
 Defaulting Lender Section 4.3(b) provided




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provided
 Designated Customer Schedule 1.2 Schedule 1.2 provided Schedule 1.2
 Dilution Factors
 Dilution Ratio
 Dilution Reserve
 Disposition Dispose Disposed of
 Disqualified Stock




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Dollars $
 Domestic Lending Office Schedule 1.1
 Dominion Account
 Dominion Trigger Period
 Eligible Assignee Section 12.6(b)(iii) Section 12.6(b)(iii)
 Eligible Government Receivable
 Eligible In-Transit Petroleum Inventory
 Eligible Petroleum Inventory
 provided




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provided
    Section 6.18
 provided , however




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Eligible Receivables
  provided




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Schedule 1.3 Schedule 1.3
   provided that




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provided
        Section 6.17




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provided however
  Enhanced Reporting Trigger Period
 Environmental Laws
 Environmental Orders
 Environmental Permits
 Environmental Liabilities and Costs
 Equity Interests




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ERISA
 ERISA Affiliate
 ERISA Event




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Eurodollar Lending Office Schedule 1.1
 Eurodollar Loans
 Eurodollar Rate provided that
 Event of Default Article 10 provided
 Exchange Act Section 10(l)
 Excise Tax Reserve
 Excluded Taxes




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Section 5.15(b) Section 5.14(a) Section 5.14(e)
 Existing Credit Agreements
 Existing FOC Credit Agreement
 Existing Holly Credit Agreement
 Existing Letters of Credit Schedule 1.4
 Existing Senior Notes
 Extraordinary Expenses




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FATCA
 Federal Funds Effective Rate provided
 Financial Covenant Trigger Period
 First Purchaser Crude Payables
 First Purchaser Reserve provided




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Fiscal Month
 Fiscal Quarter
 Fiscal Year
 Fixed Charge Coverage Ratio Section 8.2 minus minus minus Section 9.5
 Fixed Charges plus
 FOC
 FOC 8.5% Senior Notes
 FOC 8.5% Senior Notes Indenture Section 9.7
 Foreign Lender




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Fronting Exposure
 Fund
 GAAP
 Governmental Authority
 Group Members
 Guarantee and Collateral Agreement Exhibit I
 Guarantee Obligation guaranteeing person primary
obligations primary obligor Section 9.1(m) provided however




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Guarantor Payment Section 5.17(c)
 Hazardous Materials
 Hedge Agreement
 Hedge Termination Value




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HEP LP
 Holly
 Holly Energy Partners
 Holly UNEV
 Immaterial Subsidiary provided Schedule 1.5
 Indebtedness




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Indemnification Agreement Section 9.10(g)
 Indemnified Taxes
 Indemnitee Section 12.5(b)
 Indentures Section 9.1
 Index Debt
 Information Section 12.15
 Insolvency
 Insolvency Proceeding
 Intellectual Property
 Intercompany Obligations Section 5.17(d)
 Interest Payment Date




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Interest Period provided
 Inventory
 Inventory Reserve
 Investment plus
 Investment Account




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Investment Company Act Section 6.20
 Investment Grade Customer provided provided
 ISP
 Issuer Documents
 Issuing Bank provided
 Joint Venture Investments provided Section 9.11
 LC Application Section 2.7(a)
 LC Conditions Section 2.6
 LC Obligations Section 1.5




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LC Supported Receivable provided
 Lender Affiliate
 Lender Counterparty
 Lender Hedge Agreement
 Lender Hedge Obligation provided
 Lender Parties




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Lenders Lender
 Letter of Credit
 Letter of Credit Fee Section
3.3(c)
 Lien
 Liquidity plus provided
 LMIR
 Loan Account Section 5.10(a)
 Loan Section 4.1
 Loan Documents




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Loan Parties
 Majority Lenders
 Master Agreement
 Material Adverse Effect Section
9.2
 Matured LC Obligations
 Maximum Facility Amount
 Merger Agreement
 Merger Sub
 MLP Parties
 Moodys




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Multiemployer Plan
 Net Proceeds
 Non-Consenting Lender Section 12.1
 Non-Defaulting Lender
 Non-Extension Notice Date Section 2.7(c)
 Non-Reinstatement Deadline Section 2.7(d)
 Notes
 Notifying Lender
 Obligations




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OFAC
 Ordinary Course of Business
 Organizational Documents
 Other Taxes
 Overadvance
 Overadvance Loans Section 2.4(c)
 Participant Section 12.6(d)
 Payment in Full
 Payment Item
 PBGC




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Pemex
 Pension Funding Rules
 Pension Plan
 Permits
 Permitted Acquisition
  Section 9.12 Section 9.12
 Section 9.1
 Section 9.11 Section 9.2




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Sections 8.11 8.13
     Permitted Discretion




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Permitted Holders
 Permitted Unsecured Indebtedness provided Section 9.12 Section 9.12 Section 8.11
 Person
 Petroleum Inventory
 Plan
 Platform Section 8.3
 Pledged Cash provided




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Pledged Cash Account
 Preferred Stock
 Prior Indemnification Agreements
 Projections
 Properly Contested




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Property
 Protective Advances Section 2.4(a)
 Public Lender Section 8.3
 Rating Agencies
 Receivables
 Reference Bank
 Reference Rate
 Register Section 12.6(c)
 Registered Public Accounting Firm
 Regulation D
 Regulation U
 Reimbursement Date Section 2.8.




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Related Parties
 Release
 Rent and Charges Reserve
 Reorganization
 Reportable Event
 Required Conditions
 Requirement of Law
 Reserve Requirement
 Responsible Officer




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Restricted Payments Section 9.5
 Restricted Subsidiary
 Revolving Commitment Schedule 1.1 Section 12.6 Section 12.6 Sections 2.2 2.3
 Revolving Commitment Period
 Revolving Extensions of Credit
 Revolving Note Exhibit H
 Revolving Termination Date
 S&P
 Sale and Leaseback Transaction
 Sanctioned Entity
 Sanctioned Person
 Sarbanes-Oxley




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Schedule of Receivables Section 8.1(b)
 Schedule of Petroleum Inventory Section 8.1(b)
 SEC
 Secured Obligations
 Securities Laws
 Secured Party Section 11.5
 Security Documents
 Settlement Report
 SFAS 133
 Shell Oil Company
 Solvent




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Specified Agent-Related Person
 Specified Liens Sections 9.2(a) 9.2(b) 9.2(c) 9.2(k)
 Subject Property
 Subsidiary
 Subsidiary Guarantors Section 8.11
 Swingline Lender
 Swingline Loan Section 2.5 Section 2.5(b) .
 Swingline Note Section 2.5(a)
 Swingline Sublimit
 Synthetic Lease Obligation




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Tank Bottoms
 Tank Heel
 Taxes
 Total Revolving Commitments
 Total Revolving Extensions of Credit
 Transactions
 Type
 UCC
 UNEV Pipeline
 Unfinanced Capital Expenditures




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Unfunded Pension Liability
 Union Bank
 United States
 Unrestricted Subsidiary Section 8.14 provided however
 Unused Commitments
 U.S. Government
 U.S. Government Contract
 Value
 Wainoco Oil
 Wainoco Resources




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Other Definitional and Interpretive Provisions
  herein hereto hereof hereunder
   Section 1.1 Section 1.1
  Classification of Loans and Borrowings e.g. Eurodollar Loan e.g. Eurodollar
Borrowing




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Time of Day
 Letter of Credit Amounts provided however and provided further
 Accounting Terms and Accounting Changes
 except
 provided
 Uniform Commercial Code




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ARTICLE 2.
THE CREDIT FACILITIES
 Revolving Commitments
 Section 2.6 provided Sections 5.12 5.13 3.2
 Exhibit H Section 12.6
  Termination or Reduction of Revolving Commitments




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provided
 Optional Increase in Commitments
 Section 2.3(b) Additional
Lender




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Section 5.13
  Exhibit G-1 Commitment Increase Certificate
 Exhibit G-2 Additional Lender
Certificate
 Section 2.3(b) Section 5.13
 Section
2.3(b) Section 2.3(b)




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Section 12.6(c) Section 2.3(d)
 Protective Advances and Overadvance Loans
 Section 2.4(a) Protective Advance provided that Section 7.2 Section 2.4(a) Section
2.4(a)
  Overadvance Loans provided Section 2.1




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Section 7.2(c) provided
  Swingline Loans
 The Swingline Loans Section 4.3(d) Exhibit J Swingline Note




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provided Section 2.5(b) Section 2.5(b) Section 2.5(b)
 Letters of Credit LC
Conditions
 Article 7
  Section 2.7(c)




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Article 5
  Section 4.3(d)
 Requesting Letters of Credit
 Section 2.6 LC Application
 Section 2.7
 Auto-Extension Letter of Credit provided




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Non-Extension Notice Date provided however Section 7.2
 Auto-Reinstatement Letter of Credit Non-Reinstatement Deadline Section 7.2
 Reimbursement and Participations
 Reimbursement by Borrowers Reimbursement Date




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Letter of Credit Advances
 Participation by Lenders




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Distributions to Participants Section 2.8 provided however
 Calculations Section 2.8
 No Duty to Inquire
 Drafts and Demands Section 2.9 provided
 Extension of Maturity




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Transferees of Letters of Credit provided
 Cash Collateral
 Certain Credit Support Events Section 4.3(d)
 Grant of Security Interest Section 2.10(c)




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Application Sections 2.6 2.10 4.3(e) 5.3
 Release Section 12.5(h)) provided however Section 2.10 Section 5.2 Section 5.7, as applicable
 Obligations of Lenders Several Sections 2.4(b) 2.5(b) 2.8(c) Sections 2.4(b) 2.5(b) 2.8(c)
 ARTICLE 3.
INTEREST, FEES AND CHARGES
 Interest
 provided however




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Alternative Rate of Interest
   Fees
 Commitment Fees Section 4.3
 Administrative Agent and Joint Lead Arranger Fees




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Letter of Credit Fees Section 2.6 provided Section 2.6 Section
4.3(d)
 ARTICLE 4.
LOAN ADMINISTRATION
 Requests for New Loans
 Section 12.2(c) provided




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Section 4.1 Sections 5.3 and 5.4 Section 4.1
 Section 4.1




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Continuations and Conversions of Existing Loans provided
    Continuation/Conversion Notice Exhibit E




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Defaulting Lenders
 Waivers and Amendments Section 12.1
 Reallocation of Payments Article 5 Article 10 Section 12.7 first second third fourth fifth sixth seventh eighth provided that Section 7.2 Section 4.3(b)




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Certain Fees Section 3.3(a) Section 3.3(c)
 Reallocation of Applicable Percentage to Reduce Fronting Exposure Section 2.8(c) Applicable Percentage provided that
 Defaulting Lender Cure Section 4.3(d) provided that provided further
 Borrower Agent Borrower Agent




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One Obligation provided however
 ARTICLE 5.
PAYMENTS
 General Payment Provisions Section 5.13 Schedule 1.1
 Certain Payments Section 5.7 Section 5.1 Section 5.2 Section 4.1
 Repayment of Loans




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Payment of Other Obligations
 Optional Prepayments provided Section 5.13 Section 5.4 Section 5.4
 Marshaling; Payments Set Aside
 Post-Default Allocation of Payments
 Allocation
 first
 second
 third




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fourth
 fifth
 sixth
 seventh pari passu
 eighth
 last
  Erroneous Application
 Sharing of Payments by Lenders




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provided
    Application of Payments
 Loan Account; Account Stated
 Loan Account Loan Account
 Entries Binding




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Increased Costs
 Increased Costs Generally
  Section 5.14
  Section 5.11 Section
5.14
 Capital Requirements




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Certificates for Reimbursement
 Delay in Requests provided that
 Illegality Section 5.13
 Funding Losses




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Section 5.15(b)
 Taxes
 Payments Free of Taxes provided Section 5.14(a)
 Payment of Other Taxes by Borrowers
 Indemnification by Borrowers Section 5.14
 Evidence of Payments




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Status of Lenders
      FATCA Compliance




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Treatment of Certain Refunds provided
 Mitigation Obligations; Replacement of Lenders
 Designation of a Different Lending Office Section 5.11 Section
5.12 Section 5.14 Section 5.11 5.14
 Replacement of Lenders Section
5.11 Section 5.14 Section 5.12 Section 5.15(a)




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Section 12.6 provided
 Section 12.6(b)(iv)
 Section 5.13
 Section 5.11 Section 5.14
    Payments by Borrowers; Presumptions by Administrative Agent
 Nature and Extent of Each Borrowers Liability




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Dealings with Multiple Borrowers Section 5.17
 Additional Terms Relating to Joint and Several Obligations of Borrowers
    Section
5.17(b)




---



##### 



Section 5.17(b) Section 5.17(b) Section 5.17(b) Section
5.17(b)
 Section 5.17(b) Section 5.17(b) Section
5.17(b)




---



##### 



Contribution
 Section 5.17
 Section 5.17 Guarantor Payment Allocable
Amount Section 5.17
 Section 5.17
 Subordination of Intercompany Obligations Intercompany Obligations




---



##### 



ARTICLE 6.
REPRESENTATIONS AND WARRANTIES
  Existence; Compliance with Law
 Legal Name; Jurisdiction of Organization; Location of Chief Executive Office
and Collateral Locations; Prior Names and Fictitious Business Names Schedule 6.2 Schedule 6.2




---



##### 



Power; Authorization; Enforceable Obligations; Liens
 Schedule 6.3
 Financial Statements and Projections




---



##### 



Absence of Default
 Owned and Leased Real Property Schedule 6.6
 Labor Matters
 Schedule 6.7
  Subsidiaries, Joint Ventures and Affiliates; Outstanding Equity
Interests
 Schedule 6.8(a)




---



##### 



Schedule 6.8(b)
 Government Regulation
 Taxes Schedule 6.10
 ERISA
 Schedule 6.11




---



##### 



Litigation Schedule 6.12
 Intellectual Property Schedule 6.13




---



##### 



Full Disclosure provided
 Environmental Matters
 Schedule 6.15
 Schedule 6.15
 Schedule 6.15
 Schedule 6.15




---



##### 



Insurance
 Receivables
 bona fide
  Section 8.15
  Petroleum Inventory




---



##### 



Section 9.2
 Investment Company Act; Other Regulations Investment Company Act
 Solvency
 Deposit Accounts Schedule 6.21
 OFAC
 Anti-Terrorism Laws
 Anti-Terrorism Laws




---



##### 



Executive Order No. 13224 Blocked Person
        Prior Indemnification Agreements
 ARTICLE 7.
CONDITIONS PRECEDENT
 Conditions to Initial Extension of Credit Closing Date
 Credit Agreement; Guarantee and Collateral Agreement




---



##### 



Approvals
 Lien Searches Section 9.2
 Fees
 Closing Certificate Exhibit C
 Officers Certificates
 Good Standing
 HollyFrontier
Credit Agreement - Page 89




---



##### 



Legal Opinions
     Filings, Registrations and Recordings Section 9.2
 Solvency Certificate
 Borrowing Base Certificate
 Revolving Notes Section 2.1(b)
 Swingline Note Section 2.5(a)
 Insurance
 Merger Agreement
 HollyFrontier
Credit Agreement - Page 90




---



##### 



(p)
    
    Existing Indebtedness. All obligations of the Group Members with respect to
Indebtedness outstanding under the Existing Credit Agreements shall have been paid in full, and all
commitments, security interests and guaranties in connection therewith shall have been terminated
and released, and Borrowers shall have delivered to Administrative Agent signed payoff letters in
respect of such Indebtedness in form and substance reasonably satisfactory to Administrative Agent.(q)
    
    Mergers. Simultaneously with the Closing Date, the merger described in clause (a)
of the definition of Transactions shall be consummated in accordance with the terms of the Merger
Agreement, without any waiver or amendment not reasonably satisfactory to Administrative Agent, and
in compliance with all applicable Requirements of Law.(r)
    
    No Action. No action, proceeding, investigation, regulation or legislation shall
have been instituted, threatened or proposed before any court, Governmental Authority or
legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is
related to or arises out of, this Agreement or any other Loan Document or the consummation of the
transactions contemplated hereby or thereby and which, in Administrative Agents sole judgment,
would make it inadvisable to consummate the transactions contemplated by this Agreement or any
other Loan Document.(s)
    
    Diligence; Field Exam. Administrative Agent shall have completed its business and
legal due diligence, including a roll-forward of its previous field exam, with results satisfactory
to Administrative Agent.(t)
    
    Cash Management. Borrowers shall have established a primary cash management
system reasonably acceptable to Administrative Agent, subject to a tri-party agreement among
Borrowers, Administrative Agent and the financial institution providing the primary cash management
services to Borrowers in form and substance reasonably satisfactory to Administrative Agent.(u)
    
    Projections. Administrative Agent shall have completed its review of Borrowers
Projections for the Fiscal Quarters and Fiscal Years set forth therein, with results reasonably
satisfactory to Administrative Agent.(v)
    
    Availability. After giving effect to the initial Loans and the use of proceeds
thereof, paying all accounts payable aged beyond stated terms, Availability shall be not less than
$300,000,000.(w)
    
    Representations and Warranties. Each of the representations and warranties made
by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all respects on
and as of such date as if made on and as of such date.
 HollyFrontier
Credit Agreement - Page 91




---



##### 



Other Documents
 Conditions to Each Extension of Credit Section 2.8
 Representations and Warranties Section 7.2(a) Section
6.4 Section 8.2
 No Default
 No Overadvance Section 2.4
 Borrowing Notice
 Section 2.8) Section 7.2
 ARTICLE 8.
AFFIRMATIVE COVENANTS
 Sections 8.1 8.2 8.3 8.7 8.8 8.9 8.10 8.12
 HollyFrontier
Credit Agreement - Page 92




---



##### 



Borrowing Base Certificate and Related Reports
 provided however
  Section 8.2(a) (b)




---



##### 



Section 8.1
 Financial Statements
    HollyFrontier
Credit Agreement - Page 94




---



##### 



Certificates; Other Information
 Section
8.2 Section 9.12
   HollyFrontier
Credit Agreement - Page 95




---



##### 



Section 8.2 Section
8.3
   Sections 8.2(a) 8.2(b) 8.3(d) Schedule 12.2 provided
 Borrower Materials Platform Public Lender
 HollyFrontier
Credit Agreement - Page 96




---



##### 



provided however Section 12.15
 Payment of Obligations
 Maintenance of Existence; Compliance Section 9.3
 Maintenance of Property; Insurance
 Section 9.3 Section 9.10
  HollyFrontier
Credit Agreement - Page 97




---



##### 



Inspection of Property; Books and Records; Discussions Section 8.7 provided
 Notices
    HollyFrontier
Credit Agreement - Page 98




---



##### 



Section 8.8 Section 8.8(a)
 Environmental Laws




---



##### 



Use of Proceeds
 Additional Subsidiary Guarantors Section 7.1
 Borrowing Base Verification Section 8.12 Section 8.7




---



##### 



Further Assurances
 Designation and Conversion of Unrestricted Subsidiaries
 Schedule 8.14 Sections 8.14(b) 8.14(e)
 Section 9.12 Section 8.14(d)
 Section 8.11




---



##### 



Section 8.14(b)
 Maintenance of Dominion Account
 Post-Closing Undertakings Schedule 8.16 Schedule 8.16
 ARTICLE 9.
NEGATIVE COVENANTS
  Indebtedness




---



##### 



Section 9.6
  Schedule 9.1(d) provided
 Section 9.2(g)
 provided
 provided Section 9.2(j)




---



##### 



provided provided
    Section 9.10(g)
   Liens




---



##### 



Schedule 9.2(f) Section 9.1(d) provided Section 9.1(d)
 Section 9.1(e) provided
   Section 9.1(g)




---



##### 



Section 9.1(h) Section
9.1(m)
   provided
 Fundamental Changes Section
9.10
  provided
 provided
  Changes in Fiscal Periods
 Restricted Payments




---



##### 



Restricted Payments
      Investments




---



##### 



Schedule 9.6
 provided
   Section 9.1
   Section 9.1(f)
   Optional Payments and Modifications of Certain Debt Instruments




---



##### 



Section
8.11
 Transactions with Affiliates Schedule
9.8 Section
9.6
 Burdensome Agreements provided however Section 9.1(e) Section 9.1(g) Section 9.1(k) Section 9.1(i) provided
 Dispositions
    HollyFrontier
Credit Agreement - Page 109




---



##### 



Section 9.6(a) (d) (e) (h) (m)
 Section 9.3
 provided
 Section 9.1(e)
 Section 9.6(f) (k) provided Section 9.12
 provided Section 9.12
   HollyFrontier
Credit Agreement - Page 110




---



##### 



provided however
 Lines of Business
 Fixed Charge Coverage Ratio
 ARTICLE 10.
EVENTS OF DEFAULT
    (i) (ii) Section 8.5(a) Sections 8.1 Section 8.1(e) 8.2 8.3(a) 8.3(b) 8.8(a) 8.11 8.15 8.16 Article 9
   HollyFrontier
Credit Agreement - Page 111




---



##### 



provided
   HollyFrontier
Credit Agreement - Page 112




---



##### 



Section 2
  Exchange Act
  HollyFrontier
Credit Agreement - Page 113




---



##### 



Section 2.10
 ARTICLE 11.
ADMINISTRATIVE AGENT
 Appointment and Authority Sections 11.5 11.6
 Rights as a Lender
 Exculpatory Provisions
 HollyFrontier
Credit Agreement - Page 114




---



##### 



provided
  Section 12.1 Article 10
 Article 7
 Reliance by Administrative Agent
 HollyFrontier
Credit Agreement - Page 115




---



##### 



Delegation of Duties Article 11
 Resignation of Administrative Agent provided
 HollyFrontier
Credit Agreement - Page 116




---



##### 



Article 11 Section 12.5
 Non-Reliance on Administrative Agent and Other Lenders
 No Other Duties, Etc
 Administrative Agent May File Proofs of Claim
  HollyFrontier
Credit Agreement - Page 117




---



##### 



Sections 3.3 Section
12.5
  Sections 3.3 12.5
  ARTICLE 12.
MISCELLANEOUS
 Amendments; Consents and Waivers
 provided however
   Section 2.5
 HollyFrontier
Credit Agreement - Page 118




---



##### 



Section 4.3 Section 12.1 Section 5.1 5.2 5.3 5.7 Section 3(a)
 Section 4.3 Section 12.1 Section 12.1(a) Section 9.10 provided
 Section 12.1 provided




---



##### 



Section 5.7 Section 3.3(b)
 Notices; Effectiveness; Electronic Communication
 Notices Generally
 Schedule 12.2
  Section
12.2(b) Section 12.2(b)
 Electronic Communications provided




---



##### 



Section 12.2(c) Article 2 provided
 Loan Mechanics
 provided
 The Platform Administrative Agent
Parties provided however




---



##### 



Change of Address, Etc
 Reliance by Administrative Agent, the Swingline Lender, the Issuing Banks and
Lenders
 No Waiver; Cumulative Remedies
 Article 10 provided however Section 12.7 Section 5.8




---



##### 



provided further Article 10
 Survival of Representations and Warranties
 Expenses; Indemnification; Damage Waiver
 Costs and Expenses
 Indemnification by Borrowers Indemnitee




---



##### 



in all cases,
whether or not caused by or arising, in whole or in part, out of the comparative, contributory or
sole negligence of the Indemnitee provided
 Reimbursement by Lenders provided
 Waiver of Consequential Damages, Etc
 Payments




---



##### 



Survival
 Successors and Assigns; Participations and Assignments
 Successors and Assigns Generally
 Assignments by Lenders provided
 Minimum Amounts




---



##### 



Proportionate Amounts
 Required Consents
    Assignment and Assumption provided
 No Assignment to Certain Persons
 No Assignment to Natural Persons
 Certain Additional Payments




---



##### 



Sections 5.11 5.13 5.14 12.5 provided
 Register Register




---



##### 



Participations Participant provided
 provided Section 12.1 Sections 5.11 5.13 5.14 Section 12.7 provided Section
5.8
 Limitations upon Participant Rights Section 5.11 5.14 Section 5.14 Section 5.14 Section 5.15
 Certain Pledges provided
 Electronic Execution of Assignments




---



##### 



Set-off provided Sections 4.3 5.16
 Counterparts
 Severability Section 12.9
 HollyFrontier Credit Agreement - Page 129




---



##### 



Section 12.10. Integration This written Agreement and
the other Loan Documents represent the final agreement between the parties and may not be
contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the
parties.
 There are no unwritten oral agreements between the Parties.
 GOVERNING LAW
 Submission To Jurisdiction; Waivers
   Schedule 12.2
   HollyFrontier Credit Agreement - Page 130




---



##### 



Acknowledgments provided Section 12.6(c) provided Section 12.6(c)
 Releases of Guarantees and Liens; Designation of Subsidiaries; Disavowal
of Liens
 Section 12.1 Section 12.1 Section 12.14
 HollyFrontier Credit Agreement - Page 131




---



##### 



Section 9.2(g)
  Confidentiality
 HollyFrontier Credit Agreement - Page 132




---



##### 



Information provided
  WAIVERS OF JURY TRIAL
 Limitation on Interest
 HollyFrontier Credit Agreement - Page 133




---



##### 



USA Patriot Act Notice Act
 [The remainder of this page intentionally left blank. Signature page follows.]
 HollyFrontier Credit Agreement - Page 134




---



##### 



BORROWERS:
 HOLLYFRONTIER CORPORATION
HOLLY REFINING & MARKETING COMPANY LLC
HOLLY REFINING & MARKETING   TULSA LLC
HOLLY REFINING & MARKETING  COMPANY  
WOODS CROSS LLC
NAVAJO REFINING COMPANY, L.L.C.
FRONTIER EL DORADO REFINING LLC
FRONTIER REFINING LLCBy:

/s/
Michael
C. JenningsName:
    Michael
C. JenningsTitle:
    Chief Executive Officer




---



##### 



UNION BANK, N.A., as Administrative Agent, as
Swingline Lender, as an Issuing Bank and as a LenderBy:

/s/
John McNamaraName:
    John McNamaraTitle:
    Sr. Vice President




---



##### 



BNP PARIBAS, as a LenderBy:

/s/
Douglas R. LiftmanName:
    Douglas R. LiftmanTitle:
    Managing DirectorBy:

/s/
Courtney KubeschName:
    Courtney KubeschTitle:
    Vice President




---



##### 



BANK OF AMERICA, N.A., as a LenderBy:

/s/
Mark PorterName:
    Mark PorterTitle:
    Senior Vice President




---



##### 



TORONTO DOMINION (NEW YORK), LLC, as a LenderBy:

/s/
Debbi L. BritoName:
    Debbi L. BritoTitle:
    Authorized Signatory




---



##### 



WELLS FARGO BANK, N.A., as a LenderBy:

/s/
Brian KennedyName:
    Brian KennedyTitle:
    Director




---



##### 



CITIBANK, N.A., as a LenderBy:

/s/
Brendan MackayName:
    Brendan MackayTitle:
    Director




---



##### 



CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a LenderBy:

/s/
Nupur KumarName:
    Nupur KumarTitle:
    Vice PresidentBy:

/s/
Vipul DhaddaName:
    Vipul DhaddaTitle:
    Associate




---



##### 



DEUTSCHE BANK TRUST COMPANY AMERICAS, as a LenderBy:

/s/ Marcus
M. TarkingtonName:
    Marcus
M. TarkingtonTitle:
    DirectorBy:

/s/ Michael GetzName:
    Michael GetzTitle:
    Vice President




---



##### 



MORGAN STANLEY BANK, N.A., as a LenderBy:

/s/
Sherrese ClarkeName:
    Sherrese ClarkeTitle:
    Authorized Signatory




---



##### 



U.S. BANK NATIONAL ASSOCIATION, as a LenderBy:

/s/
Mark E. ThompsonName:
    Mark E. ThompsonTitle:
    Senior Vice President




---



##### 



LLOYDS TSB BANK PLC, as a LenderBy:

/s/
Deborah
CarlsonName:
    Deborah
CarlsonTitle:
    Director
Corporate Banking USA
                C103By:

/s/
Abraham AsollName:
    Abraham AsollTitle:

Associate
Director
Project Finance USA
                A011




---



##### 



COMPASS BANK, as a LenderBy:

/s/
Greg DetermannName:
    Greg DetermannTitle:
    Senior Vice President




---



##### 



CAPITAL ONE, NATIONAL ASSOCIATION, as a LenderBy:

/s/
Wesley FontanaName:
    Wesley FontanaTitle:
    Vice President




---



##### 



COMERICA BANK, as a LenderBy:

/s/
Robert L. NelsonName:
    Robert L. NelsonTitle:
    Vice President




---



##### 



THE FROST NATIONAL BANK, as a LenderBy:

/s/
Lane DoddsName:
    Lane DoddsTitle:
    Vice President




---



##### 



GOLDMAN SACHS LENDING PARTNERS LLC, as a LenderBy:

/s/
Mark WaltonName:
    Mark WaltonTitle:
    Authorized Signatory




---



##### 



JPMORGAN CHASE BANK, N.A.,
as a LenderBy:

/s/
J. Devin MockName:
    J. Devin MockTitle:
    Vice President




---



##### 



NATIXIS, as a LenderBy:

/s/
Louis P. Laville, IIIName:
    Louis P. Laville, IIITitle:
    Managing DirectorBy:

/s/
Daniel PayerName:
    Daniel PayerTitle:
    Managing Director




---



##### 



PNC BANK, NATIONAL ASSOCIATION, as a LenderBy:

/s/
Andrew S. BaeName:
    Andrew S. BaeTitle:
    Vice President




---



##### 



RB INTERNATIONAL FINANCE (USA) LLC, as a LenderBy:

/s/
Shirley RitchName:
    Shirley RitchTitle:
    Vice PresidentBy:

/s/
Peter ArmieriName:
    Peter ArmieriTitle:
    Vice President




---



##### 



SUMITOMO MITSUI BANKING CORPORATION, as a LenderBy:

/s/
Masakazu HasegawaName:
    Masakazu HasegawaTitle:
    General Manager




---



##### 



UBS AG, STAMFORD BRANCH, as a LenderBy:

/s/
Mary
E. EvansName:
    Mary
E. EvansTitle:
    Associate DirectorBy:

/s/
Irja R. OtsaName:
    Irja R. OtsaTitle:
    Associate Director




---



##### 



UMB BANK ARIZONA, N.A., as a LenderBy:
    /s/ John DamirisName:
    John DamirisTitle:
    Vice President




---



##### 



EXHIBIT A
TO CREDIT AGREEMENT
 FORM OF BORROWING BASE CERTIFICATE
 (UNION BANK LOGO)
    
    Certificate #
    
    
    001Date Prepared
    
    XX/XX/XXDate Effective
    
    XX/XX/XX
 HOLLYFRONTIER  MONTHLY BORROWING BASE
 LINE#
    
    
    
    As of
    
    
    XX/XX/XX
    
    
    BalanceACCOUNTS RECEIVABLEPer      General Ledger
    
    
    þA/R Aging
    
    
    o1
    
    Total Accounts Receivable from prior period2
    
    Add: Sales for current period xx/xx/xxthrough xx/xx/xx3
    
    Add: Debit adjustments for current period4
    
    Subtract:Collections for current period (Enter Negative)Subtract:Credit adjustments for current period:Show details below (Enter Negative)Write-offs
    
    
    
    
    
    $
    Credit MemosDiscounts & Allowances
    
    
    
    
    
    $
    Other (Explain)
    
    
    
    
    
    $
    5
    
    Total Credit Adjustments
    
    
    
    
    
    
    
    
    
    $
    6
    
    Total Accounts Receivable Current Period
    
    
    
    
    
    
    
    
    
    $
    7
    
    Less:Total Ineligible Accounts
    
    
    
    
    
    
    
    
    
    $
    8
    
    Total Eligible Accounts Receivable (Line 6 + Line 7)
    
    
    
    
    
    
    
    
    
    $
    9
    
    Accounts Receivable Advance Rate (see next page)
    
    
    
    
    
    
    
    
    
    Various10
    
    Accounts Receivable Availability (Line 8 * Line 9)
    
    
    
    
    
    
    
    
    
    $
    As of
    
    
    XX/XX/XXINVENTORY11
    
    Total Inventory from prior period
    
    
    
    
    
    
    
    
    
    $
    12
    
    Add: Purchases for current period XX/XX/XXthrough XX/XX/XX
    
    
    
    
    
    
    
    
    
    $
    13
    
    Subtract:Cost of Inventory Sold for current period
    
    
    
    
    
    
    
    
    
    $
    14
    
    Other Adjustments for current period
    
    
    
    
    
    
    
    
    
    $
    15
    
    Total Inventory for current period
    
    
    
    
    
    
    
    
    
    $
    16
    
    Less:Ineligible Inventory
    
    
    
    
    
    
    
    
    
    $
    17
    
    Total Eligible Inventory (Line 15 + Line 16)
    
    
    
    
    
    
    
    
    
    $
    18
    
    Inventory Advance Rate
    
    
    
    
    
    
    
    
    
    
    80
    %19
    
    Inventory Availability (Line 17* Line 18)
    
    
    
    
    
    
    
    
    
    $
    INVENTORY IN TRANSIT20
    
    In-Transit Inventory
    
    
    
    
    
    
    
    
    
    $
    21
    
    Less:Ineligible Inventory
    
    
    
    
    
    
    
    
    
    $
    22
    
    Total Eligible In-Transit Inventory (Line 20 + Line 21)
    
    
    
    
    
    
    
    
    
    $
    23
    
    In-Transit Inventory Advance Rate
    
    
    
    
    
    
    
    
    
    
    80
    %24
    
    In-Transit Inventory Availability (Line 22 * Line 23)
    
    
    
    
    
    
    
    
    
    $
    PLEDGED CASH25
    
    Pledged Cash
    
    
    
    
    
    
    
    
    
    $
    26
    
    Advance Rate
    
    
    
    
    
    
    
    
    
    
    100
    %27
    
    Pledged Cash Availability (Line 25 * Line 26)
    
    
    
    
    
    
    
    
    
    $
    BORROWING BASE28
    
    Total Collateral Availability (Line 10 + Line 19 + Line 24 + Line 27)
    
    
    
    
    
    
    
    
    
    $
    Less:29
    
    Crude Pipeline & Terminal Fee Reserve30
    
    Non-Crude Pipeline & Terminal Fee Reserve31
    
    First Purchaser Reserve (see Footnote A InventoryAvailability tab)32
    
    Excise Tax Reserve33
    
    Dilution Reserve34
    
    Bank Product Reserve35
    
    Other reserves36
    
    Total Availability Reserves
    
    
    
    
    
    
    
    
    
    $
    37
    
    Borrowing Base (Line 28 + Line 36)
    
    
    
    
    
    
    
    
    
    $
    38
    
    Total Revolving Line of Credit
    
    
    
    
    
    
    
    
    
    $
    1,000,00039
    
    Borrowing Availability (Lesser of Line 37 or Line 38)
    
    
    
    
    
    
    
    
    
    $
    40
    
    Less:Outstanding Letters of Credit
    
    
    
    
    
    
    
    
    
    $
    41
    
    Less:Outstanding Line of Credit
    
    
    
    
    
    
    
    
    
    $
    42
    
    Net Borrowing Availability
    
    
    
    
    
    
    
    
    
    $
    
  HOLLYFRONTIER CORPORATION
 Signed:Title:Date
 Exhibit A




---



##### 



(UNIONBANK LOGO)
    
    Certificate #
    
    
    001Date Prepared
    
    XX/XX/XXDate Effective
    
    XX/XX/XX
 HOLLYFRONTIER  Monthly A/R Availability
 Approved AccountLINE
    
    
    
    
    
    
    
    
    
    
    
    Debtors
    
    
    LC Supported
    
    
    Eligible Govt
    
    
    Eligible#
    
    
    
    As of
    
    
    XX/XX/XX
    
    
    Receivables
    
    
    Receivables
    
    
    Receivables
    
    
    Receivables
    
    
    Total ReceivablesACCOUNTS RECEIVABLE1
    
    Gross Accounts Receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    Ineligibles2
    
    Accounts aged over 30 Days from due date
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3
    
    Aged Credits Over 30 Days
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4
    
    20% Cross-Age
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5
    
    Contra
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6
    
    Foreign accounts not supported by Commercial L/Cs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7
    
    Intercompany
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    8
    
    Extended Terms
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    9
    
    Prepaid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    10
    
    Bankrupt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    11
    
    Federal Accounts
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    12
    
    State Accounts
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    13
    
    Customer Deposits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    14
    
    Lube Rebate Customers
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    15
    
    Rent /Lease Invoices
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    16
    
    FOB Destination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    17
    
    Total Ineligible Accounts Receivable
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    18
    
    Advance Rates
    
    
    
    
    
    
    
    
    
    
    90
    %
    
    
    95
    %
    
    
    95
    %
    
    
    85
    %19
    
    Accounts Receivable Availability
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 As of
    
    XX/XX/XX
    
    BalanceACCOUNTS RECEIVABLEConcentrations
    
    
    
    
    
    
    
    
    
    5% limit for all Receivables10% limit for Investment Grade Customers other than Shell OilAccount
    
    
    
    
    
    
    
    
    
    15% limit for Designated Customers$
    
    
    
    40% limit for Shell Oil provided that it will automatically be reduced$
    
    
    
    to 25% at any time Shell Oil no longer maintains a long term$
    
    
    
    corporate debt rating of at least Aa2 from Moodys and at least AA from$
    
    
    
    S&P$
    $
    $
    Total Concentration
    
    
    
    
    
    $
    Contra Accounts
 Non Crude
    
    
    Crude A/P
    
    
    Total A/PAccount
    
    Eligible A/R Balance
    
    
    A/P Balance
    
    
    Balance
    
    
    Balance
    
    
    Contra Balance$
    $
    $
    $
    $
    $
    $
    Total Contra Accounts
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    




---



##### 



(UNIONBANK LOGO)
    
    CertificateDate PreparedDate Effective
    
    #001
 XX/XX/XX
 XX/XX/XX
 HOLLYFRONTIER  Monthly Inventory Availability
 As of
    
    
    XX/XX/XXCrude Oil
    
    
    Non-Crude
    
    
    Total InventoryINVENTORYPetroleum Inventory
    
    
    
    
    
    
    
    
    
    $
    IneligiblesTank Heels (Footnote A)
    
    
    
    
    
    
    
    
    
    
    BNP/Utexam Barrels
    
    
    
    
    
    
    
    
    
    
    Total Ineligible Inventory
    
    
    
    
    
    
    
    
    
    
    
  Footnote A:
 In-Transit Petroleum
    
    Crude Oil
    
    
    Non-Crude
    
    
    Total InventoryInventory
    
    
    
    
    
    
    
    
    
    $
    IneligiblesNot Applicable
    
    $
    
    
    
    $
    
    
    
    $
    Total Ineligible Inventory
    
    
    
    
    
    
    
    
    
    $
    
  Barrels in (000s)
    
    
    Price Per Barrel
    
    
    Ineligible TotalCrude
    
    
    Non-Crude
    
    
    Crude
    
    
    Non-Crude
    
    
    Crude
    
    
    Non-Crude
    
    
    TotalHolly Refining
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    TulsaNavajoWoods CrossArtesiaGlendaleLubbockAlbuquerqueEl DoradoCheyenneTotal




---



##### 



(UNIONBANK LOGO)
    
    Certificate #
    
    
    001Date Prepared
    
    XX/XX/XXDate Effective
    
    XX/XX/XX
 HOLLYFRONTIER  Monthly General Ledger Reconciliation
 As of
    
    XX/XX/XX
    
    
    BalanceACCOUNTS RECEIVABLEReconciliation to General LedgerBalance Per Accounts Receivable Aging
    
    
    
    
    
    $
    Adjustments
    
    
    
    
    
    $
    Adjustments
    
    
    
    
    
    $
    Adjustments
    
    
    
    
    
    $
    Adjustments
    
    
    
    
    
    $
    Total Adjusted Accounts Receivable Aging Balance
    
    
    
    
    
    $
    General Ledger Accounts Receivable Balance
    
    
    
    
    
    $
    Difference
    
    
    
    
    
    $
    
 As of
    
    XX/XX/XX
    
    
    BalanceINVENTORYReconciliation to General LedgerBalance Per Perpetual Inventory Report/Other
    
    
    
    
    
    $
    Adjustments
    
    
    
    
    
    $
    Adjustments
    
    
    
    
    
    $
    Adjustments
    
    
    
    
    
    $
    Adjustments
    
    
    
    
    
    $
    Total Adjusted Inventory Perpetual/Other Balance
    
    
    
    
    
    $
    General Ledger Inventory Balance
    
    
    
    
    
    $
    Difference
    
    
    
    
    
    $
    Line of Credit ReconciliationBeginning Loan Balance
    
    
    
    
    
    $
    Advances
    
    
    
    
    
    $
    Collections (Enter as Negative)
    
    
    
    
    
    $
    Other
    
    
    
    
    
    $
    Ending Loan Balance
    
    
    
    
    
    $
    Union Bank Loan Balance
    
    
    
    
    
    $
    Difference
    
    
    
    
    
    $
    Reconciling Items
    
    
    
    
    
    $
    $
    $
    




---



##### 



EXHIBIT B
TO CREDIT AGREEMENT
 FORM OF COMPLIANCE CERTIFICATE
  Certificate Credit Agreement Company Borrower Borrowers Lenders
  1.
    
    I am a Responsible Officer of Borrower Agent.2.
    
    The financial statements and reports attached hereto as Annex 1 are true and correct
and fairly present, in all material respects, the consolidated financial condition and
results of operations of the Company and its consolidated Subsidiaries, and the related
audited consolidated and unaudited consolidating statements of income or operations[,
shareholders equity]1 and cash flows, for the period presented and that such
statements were prepared in accordance with GAAP (except, with respect to statements
delivered for any Fiscal Month or Fiscal Quarter, the absence of footnotes and subject to
normal year-end adjustments).3.
    
    Each Loan Party has observed or performed all of its covenants and other agreements,
and satisfied every condition, contained in the Credit Agreement and the other Loan
Documents to which it is a party to be observed, performed or satisfied by it.4.
    
    No Default or Event of Default exists as of the date hereof[, other than the Defaults
or Events of Default described on Annex 2 attached hereto and made part hereof (including
the nature and duration thereof and Borrowers intention with respect thereto)].5.
    
    [For Compliance Certificates delivered at the end of a Fiscal Quarter or Fiscal Year]
Annex 3 sets forth the financial data and computations in respect of the financial covenant
set forth in Section 9.12 of the Credit Agreement, all of which data and computations are
true, complete and correct and have been made in accordance with the relevant Sections of
the Credit Agreement.
 
 1
    
    Include for financial statements delivered
pursuant to Section 8.2(a) of Credit Agreement.




---



##### 



6.
    
    On the date hereof, the Moodys rating of the Index Debt is [_____] and the S&P rating
of the Index Debt is [_______]. The Applicable Rating Level is [Level I][Level II][Level
III][Level IV][Level V].7.
    
    Annex 4 sets forth a list of all Acquisitions, Investments, and Restricted Payments
from the Closing Date through the date hereof, together with the total amount for each of
the foregoing categories.




---



##### 



HOLLYFRONTIER CORPORATIONBy:Name:Title:




---



##### 



[Attach Financial Statements]




---



##### 



ANNEX 2
 To Compliance Certificate
 [Describe Defaults or Events of Default (if any)]2
 
 2
    
    For each Default or Event of Default listed
describe the nature and duration thereof and Borrowers intention with respect
thereto.




---



##### 



[Attach Detailed Financial Covenant Calculations]




---



##### 



[Describe Acquisitions, Investments, Restricted Payments]




---



##### 



EXHIBIT C
TO CREDIT AGREEMENT
 FORM OF CLOSING CERTIFICATE
 OFFICERS CERTIFICATE




---



##### 



OFFICERS CERTIFICATE
  Company Administrative Agent Borrowers Borrower Lenders Credit Agreement
  (i)
    
    On the date hereof, the representations and warranties of each Loan Party set
forth in the Credit Agreement and the other Loan Documents are true and correct in all
respects.(ii)
    
    On the date hereof both before and immediately after giving effect to the
consummation of the Transactions and any Borrowings and the issuance of any Letters of
Credit on the date hereof, no Default or Event of Default has occurred and is
continuing.(iii)
    
    On the date hereof both before and immediately after giving effect to the
consummation of the Transactions and any Borrowings and the issuance of any Letters of
Credit on the date hereof, no Overadvance exists.(iv)
    
    On the date hereof, each Loan Party maintains insurance coverage in accordance
with and as required by Section 8.6 of the Credit Agreement. Attached hereto
as Exhibit A are insurance certificates evidencing that such insurance coverage
is in effect for such Loan Party and its Restricted Subsidiaries.(v)
    
    On the date hereof, after giving effect to the initial Loans and the of
proceeds thereof, paying all accounts payable aged beyond stated terms, Availability is
no less than $300,000,000.(vi)
    
    Attached as Exhibit B are true, correct and complete copies of (i) the
Merger Agreement together with all material agreements, instruments and other documents
delivered in connection therewith reasonably requested
 Officers Certificate




---



##### 



by Administrative Agent prior to the date hereof and (ii) the certificate of
merger or other confirmation reasonably satisfactory to the Lenders filed
with the Secretary of State of the State of Wyoming.(vii)
    
    On the date hereof, all governmental and third party approvals necessary or,
in the reasonable discretion of Administrative Agent, advisable in connection with the
transactions contemplated hereby and the continuing operations of the Company and its
Restricted Subsidiaries have been obtained and are in full force and effect, and all
applicable waiting periods have expired without any action being taken or threatened by
any competent authority which would restrain, prevent or otherwise impose adverse
conditions on the transactions contemplated by the Credit Agreement.(viii)
    
    On the date hereof, no action, proceeding, investigation, regulation or legislation
has been instituted, threatened or proposed before any court, Governmental Authority or
legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of,
or which is related to or arises out of, this Agreement or any other Loan Document or
the consummation of the transactions contemplated thereby and which, in Administrative
Agents sole judgment, would make it inadvisable to consummate the transactions
contemplated by this Agreement or any other Loan Document.
 Remainder of page intentionally left blank.
 Officers Certificate 2




---



##### 



HOLLYFRONTIER CORPORATIONBy:Name:Title: Officers Certificate
    Signature Page




---



##### 



Exhibit A
   Officers Certificate
    EXHIBIT A




---



##### 



Exhibit B
   Officers Certificate
    EXHIBIT B




---



##### 



EXHIBIT D
TO CREDIT AGREEMENT
 FORM OF BORROWING NOTICE
  
  Borrower Agent Credit
Agreement Lenders
 Notice of Borrowing Requested Borrowing
 (a)
    
    The aggregate principal amount of the Requested Borrowing is $[__________].(b)
    
    The Borrowing Date of the Requested Borrowing is [________, ____].(c)
    
    The interest rate of the Type of Loans comprising the Requested Borrowing will be [Base
Rate] [Eurodollar Rate] Loans.(d)
    
    [The duration of the Interest Period for the Eurodollar Rate Loans made as a part of the
Requested Borrowing is [[7] [14] days or [1][2][3][6][9][12] month(s)].]




---



##### 



3
  Section 2.4
  Very truly yours,HOLLYFRONTIER CORPORATIONBy:Name:Title:
 
 3
    
    Only for Borrowings after the Closing Date.




---



##### 



EXHIBIT E
TO CREDIT AGREEMENT
 FORM OF NOTICE OF CONTINUATION/CONVERSION
  
  Borrower Agent Credit
Agreement Lenders
 Section 4.2 [Base
Rate][Eurodollar] [__________] [Base
Rate][ Eurodollar]
 [__________] [__________ __, 2__]
 [$[__________] of such amount shall be [converted to][continued as] a Eurodollar Borrowing
with an Interest Period of [________] [days/months], effective on [__________ __, 20__].]




---



##### 



Very truly yours,HOLLYFRONTIER CORPORATIONBy:Name:Title:




---



##### 



EXHIBIT F
TO CREDIT AGREEMENT
 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
 Assignment and Assumption Insert name of
Assignor Assignor Insert name of Assignee Assignee Credit Agreement
 Assigned Interest
 1.
    
    Assignor:
    
    ______________________________2.
    
    Assignee:
    
    ______________________________[and is an Affiliate/Approved Fund of [identify Lender]4]3.
    
    Borrowers:
    
    HollyFrontier Corporation, Holly Refining &
Marketing Company LLC, Holly Refining & Marketing Company LLC  Woods Cross LLC, Holly
Refining & Marketing Company LLC  Tulsa LLC, Frontier El Dorado Refining LLC and Frontier
Refining LLC.
 
 4
    
    Select as applicable.




---



##### 



4.
    
    Administrative Agent: Union Bank, N.A., as administrative agent under the Credit Agreement5.
    
    Credit Agreement:
    
    Credit Agreement dated as of July 1, 2011 among HollyFrontier Corporation and certain of its
Subsidiaries party thereto, as Borrowers, the lenders from time to time party thereto, and Union
Bank, N.A., in its capacity as administrative agent and collateral agent for the Lenders and the
Issuing Banks.6.
    
    Assigned Interest:
 Aggregate Amount of
    
    Amount of
    
    Percentage AssignedCommitment
    
    Commitment/Loans
    
    Commitment/Loans
    
    ofAssigned
    
    for all Lenders
    
    Assigned
    
    Commitment/Loans5$
    
    
    
    $
    
    
    
    %$
    
    
    
    $
    
    
    
    %$
    
    
    
    $
    
    
    
    %
  
 5
    
    Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.




---



##### 



ASSIGNOR
[NAME OF ASSIGNOR]By:Name:Title:ASSIGNEE
[NAME OF ASSIGNEE]By:Name:Title:




---



##### 



Consented to and Accepted:
Union Bank, N.A., as
Administrative AgentBy:Name:Title:[Consented to:]

HOLLYFRONTIER CORPORATIONBy:Name:Title:HOLLY REFINING & MARKETING COMPANY LLCBy:Name:Title:HOLLY REFINING & MARKETING COMPANY LLC  TULSA LLCBy:Name:Title:HOLLY REFINING & MARKETING COMPANY LLC  WOODS CROSS LLCBy:Name:Title:




---



##### 



NAVAJO REFINING COMPANY, L.L.C.By:Name:Title:FRONTIER EL DORADO REFINING LLCBy:Name:Title:FRONTIER REFINING LLCBy:Name:Title:




---



##### 



Representations and Warranties
 Assignor
 Assignee




---



##### 



Payments
 General Provisions
 [Remainder of Page Intentionally Left Blank]




---



##### 



EXHIBIT G-1
TO CREDIT AGREEMENT
 FORM OF COMMITMENT INCREASE CERTIFICATE
 Certificate Insert name of Existing Lender Existing Lender Company Borrower Borrowers Administrative Agent
 R E C I T A L S
 Lenders Credit Agreement
   Commitment Increase
   Representations and Warranties; Agreements




---



##### 



Effectiveness Effective Date
 Counterparts
 Governing Law
 Severability
 Notices




---



##### 



Borrowers:
    
    HOLLYFRONTIER CORPORATIONBy:Name:Title:HOLLY REFINING & MARKETING COMPANY LLCBy:Name:Title:HOLLY REFINING & MARKETING COMPANY  TULSA LLCBy:Name:Title:HOLLY REFINING & MARKETING COMPANY  WOOLDS CROSS LLCBy:Name:Title:NAVAJO REFINING COMPANY, L.L.C.By:Name:Title:




---



##### 



FRONTIER EL DORADO REFINING LLCBy:Name:Title:FRONTIER REFINING LLCBy:Name:Title:Administrative Agent:
    
    UNION BANK, N.A.By:Name:Title:Existing Lender:
    
    []By:Name:Title:




---



##### 



SCHEDULE 1.1
  RevolvingName of Lender
    
    Commitment
    
    
    Applicable Percentage[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %TOTAL:
    
    $
    [                 ]
    
    
    
    100.00
    %




---



##### 



EXHIBIT G-2
TO CREDIT AGREEMENT
 FORM OF ADDITIONAL LENDER CERTIFICATE
 THIS ADDITIONAL LENDER CERTIFICATE Certificate Insert name of Additional Lender Additional Lender Company Borrower Borrowers Administrative Agent
 R E C I T A L S
 Lenders Credit Agreement
   Additional Lender
   Representations and Warranties; Agreements




---



##### 



Effectiveness Effective Date
 Counterparts
 Governing Law
 Severability
 Notices ; provided




---



##### 



Borrowers:
    
    HOLLYFRONTIER CORPORATIONBy:Name:Title:HOLLY REFINING & MARKETING COMPANY LLCBy:Name:Title:HOLLY REFINING & MARKETING COMPANY  TULSA LLCBy:Name:Title:HOLLY REFINING & MARKETING COMPANY  WOOLDS CROSS LLCBy:Name:Title:NAVAJO REFINING COMPANY, L.L.C.By:Name:Title:




---



##### 



FRONTIER EL DORADO REFINING LLCBy:Name:Title:FRONTIER REFINING LLCBy:Name:Title:Administrative Agent:
    
    UNION BANK, N.A.By:Name:Title:Additional Lender:
    
    []By:Name:Title:




---



##### 



SCHEDULE 1.1
  RevolvingName of Lender
    
    Commitment
    
    
    Applicable Percentage[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %[                ]
    
    $
    [                 ]
    
    
    
    [            ]
    %TOTAL:
    
    $
    [                 ]
    
    
    
    100.00
    %




---



##### 



EXHIBIT H
TO CREDIT AGREEMENT
 FORM OF REVOLVING NOTE
  Company Borrowers Borrower Lender
 Note Credit Agreement




---



##### 








---



##### 



BORROWERS:HOLLYFRONTIER CORPORATIONBy:Name:Title:HOLLY REFINING & MARKETING COMPANY LLCBy:Name:Title:HOLLY REFINING & MARKETING COMPANY  TULSA LLCBy:Name:Title:HOLLY REFINING & MARKETING COMPANY  WOOLDS CROSS LLCBy:Name:Title:NAVAJO REFINING COMPANY, L.L.C.By:Name:Title:




---



##### 



FRONTIER EL DORADO REFINING LLCBy:Name:Title:FRONTIER REFINING LLCBy:Name:Title:




---



##### 



EXHIBIT I
TO CREDIT AGREEMENT
 FORM OF GUARANTEE AND COLLATERAL AGREEMENT




---



##### 



Execution Version
 
 GUARANTEE AND COLLATERAL AGREEMENT
 DATED AS OF JULY 1, 2011
 AMONG
 HOLLYFRONTIER CORPORATION,
 AND EACH GRANTOR FROM TIME TO TIME PARTY HERETO
 IN FAVOR OF
 UNION BANK, N.A.,
AS ADMINISTRATIVE AGENT




---



##### 



TABLE OF CONTENTS
 PageSECTION 1. DEFINED TERMS
    
    
    11.1. Definitions
    
    
    11.2. Other Definitional Provisions
    
    
    8SECTION 2. GUARANTEE
    
    
    82.1. Guarantee
    
    
    82.2. Rights of Reimbursement, Contribution and Subrogation
    
    
    92.3. Amendments, etc. with respect to the Borrower Obligations
    
    
    112.4. Guarantee Absolute and Unconditional
    
    
    112.5. Reinstatement
    
    
    122.6. Payments
    
    
    12SECTION 3. GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL
    
    
    12SECTION 4. REPRESENTATIONS AND WARRANTIES
    
    
    134.1. Representations in Credit Agreement
    
    
    144.2. Title; No Other Liens
    
    
    144.3. Perfected First Priority Liens
    
    
    144.4. Name; Jurisdiction of Organization, etc.
    
    
    144.5. Negotiable Documents
    
    
    154.6. Investment Accounts
    
    
    154.7. Government Receivables
    
    
    154.8. Transmitting Utilities
    
    
    15SECTION 5. COVENANTS
    
    
    155.1. Covenants in Credit Agreement
    
    
    155.2. Delivery and Control of Instruments, Chattel Paper, Negotiable
Documents and Deposit Accounts
    
    
    165.3. Maintenance of Insurance
    
    
    165.4. Payment of Obligations
    
    
    165.5. Maintenance of Perfected Security Interest; Further Documentation
    
    
    175.6. Changes in Locations, Name, Jurisdiction of Incorporation, etc.
    
    
    185.7. Notices
    
    
    185.8. Covenants regarding Collateral and Property
    
    
    19
 i




---



##### 



Page5.9. Particular Covenants related to Receivables
    
    
    195.10. Particular Covenants related to Inventory
    
    
    205.11. Intellectual Property
    
    
    20SECTION 6. REMEDIAL PROVISIONS
    
    
    216.1. Certain Matters Relating to Receivables and the Collateral Account
    
    
    216.2. Communications with Obligors; Grantors Remain Liable
    
    
    226.3. Proceeds to be Turned Over to Administrative Agent
    
    
    236.4. Application of Proceeds
    
    
    236.5. Code and Other Remedies
    
    
    236.6. Waiver; Deficiency
    
    
    24SECTION 7. ADMINISTRATIVE AGENT
    
    
    247.1. Administrative Agents Appointment as Attorney-in-Fact, etc.
    
    
    247.2. Duty of Administrative Agent
    
    
    267.3. Authorization of Financing Statements
    
    
    267.4. Authority of Administrative Agent
    
    
    277.5. Appointment of Co-Agents
    
    
    27SECTION 8. MISCELLANEOUS
    
    
    278.1. Amendments in Writing
    
    
    278.2. Notices
    
    
    278.3. No Waiver by Course of Conduct; Cumulative Remedies
    
    
    278.4. Enforcement Expenses; Indemnification
    
    
    288.5. Successors and Assigns
    
    
    298.6. Set-Off
    
    
    298.7. Counterparts
    
    
    298.8. Severability
    
    
    308.9. Section Headings
    
    
    308.10. Integration
    
    
    308.11. GOVERNING LAW
    
    
    308.12. Submission to Jurisdiction; Waivers
    
    
    308.13. Acknowledgments
    
    
    308.14. Additional Grantors
    
    
    318.15. Releases
    
    
    318.16. WAIVER OF JURY TRIAL
    
    
    32
 ii




---



##### 



SCHEDULESSchedule 1
    
    Notice Addresses of GuarantorsSchedule 2
    
    Investment AccountsSchedule 3
    
    Filings and Other Actions Required to Perfect Security InterestsSchedule 4
    
    Exact Legal Name, Location of Jurisdiction of Organization and
Chief Executive OfficeSchedule 5
    
    Location of InventorySchedule 6
    
    Bailees and WarehousemenSchedule 7
    
    Transmitting UtilitiesSchedule 8
    
    Mergers, Conversions and Name ChangesEXHIBITSExhibit A
    
    Joinder AgreementExhibit B-1
    
    Form of AssignmentExhibit B-2
    
    Form of Notice of Assignment
 i




---



##### 



Grantors Administrative Agent Lenders Credit Agreement Company Borrower Borrowers
         Definitions
 1




---



##### 



Agreement
 Attorney Costs
 Books and Records
 Borrower Obligations
 Chattel Paper
 Collateral Section 3
 Collateral Account Section 6.1
 Commodity Account Control Agreement
 Commodity Accounts
 Control Agreement
 Copyright Licenses
 2




---



##### 



Copyrights
 Deposit Accounts
 Deposit Account Control Agreement
 Excluded Collateral provided
 Excluded Deposit Accounts
 3




---



##### 



Other Excluded Deposit Accounts
 Excluded Securities Accounts
 Foreign Subsidiary
 General Intangibles
 Goods
 Goodwill
 Guarantor Obligations
 4




---



##### 



Section 2
 Guarantors
 Indemnitees Section 8.4(b)
 Instruments
 Intellectual Property
 Intercompany Note
 Inventory
 Investment Account
 License
 Negotiable Document Section 4.5
 5




---



##### 



New York UCC
 Obligations
 Patent License
 Patents
 Payment Intangibles
 Perfection Certificate
 Pledged Cash Account Section 6.1(c)
 Proceeds
 Responsible Officer
 Securities Account
 6




---



##### 



Securities Account Control Agreement
 Supplement Date Section 5.3(d)
 Supporting Obligations
 Trademark License
 Trademarks
 Trade Secret License
 Trade Secrets
 UCC provided
 7




---



##### 



UCC
 Other Definitional Provisions
    Guarantee
  Section 2.2 Section 2.1(b) Section 2.1(b)
  8




---



##### 



Section 2.1(b) Section 2
 Section 2
  Rights of Reimbursement, Contribution and Subrogation
   Section
2.2(b) Section 2.2
 9




---



##### 



Section 2.2
 Section 2.2
 Section 2.2(d) Section 2.2(c)
 Amendments, etc. with respect to the Borrower Obligations.
 10




---



##### 



Section 2
 Guarantee Absolute and Unconditional Section 2 Section 2 Section 2 Section 2 Section 2 Section 2
 11




---



##### 



Reinstatement Section 2
 Payments
 
 Collateral
         12




---



##### 



Representations in Credit Agreement provided Section 4.l
 13




---



##### 



Title; No Other Liens
 Perfected First Priority Liens Schedule 3
 Name; Jurisdiction of Organization, etc Schedule 4 Schedule 4 Schedule
4
 Negotiable Documents Schedule 6
 14




---



##### 



Negotiable
Document
 Investment Accounts Schedule 2
 Government Receivables Exhibits B-1 B-2 Assignment of Claims
Act
 Transmitting Utilities Schedule 7
   Covenants in Credit Agreement
 Delivery and Control of Instruments, Chattel Paper, Negotiable Documents and Deposit
Accounts
  15




---



##### 



Maintenance of Insurance
 Payment of Obligations
 16




---



##### 



Maintenance of Perfected Security Interest; Further Documentation
 Section 4.3
  provided
 Schedules
2 3 4 5 6 7 Supplement Date Schedule Schedule provided
 17




---



##### 



Changes in Locations, Name, Jurisdiction of Incorporation, etc
 Schedule 5 Schedule 6 Schedule 5 Schedule 6
 Schedule 8 provided Schedule 8
 Notices
   Covenants regarding Collateral and Property
  18




---



##### 



Particular Covenants related to Receivables
  provided
   19




---



##### 



Exhibits B-1 B-2
 Particular Covenants related to Inventory
    Intellectual Property
  Certain Matters Relating to Receivables and the Collateral Account
  Section 5.2(d)
 20




---



##### 



Pledged Cash Account provided
  provided
  Communications with Obligors; Grantors Remain Liable
  21




---



##### 



Proceeds to be Turned Over to Administrative Agent Section 6.1 Section 6.4
 Application of Proceeds Section 2
 Code and Other Remedies
 22




---



##### 



Section 5.7
 23




---



##### 



Waiver; Deficiency Section 2.1(b)
  Administrative Agents Appointment as Attorney-in-Fact, etc
     24




---



##### 



provided however
 Section 7.1
  25




---



##### 



Duty of Administrative Agent
 Authorization of Financing Statements
 Authority of Administrative Agent
 Appointment of Co-Agents
 26




---



##### 



Amendments in Writing
 Notices provided Schedule 1
 No Waiver by Course of Conduct; Cumulative Remedies Section 8.1
 Enforcement Expenses; Indemnification
 Section 8.4
 27




---



##### 



Indemnitee in all cases, whether or not caused by or arising, in whole or
in part, out of the comparative, contributory or sole negligence of the Indemnitee provided
  28




---



##### 



Successors and Assigns provided
 Set-Off provided however
 Counterparts
 Severability
 Section Headings
 Integration THIS WRITTEN AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF
 29




---



##### 



PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
 THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
 GOVERNING LAW . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF; PROVIDED
 Submission to Jurisdiction; Waivers forum non conveniens
 Acknowledgments
    Additional Grantors Exhibit A
 Releases
  30




---



##### 



WAIVER OF JURY TRIAL . EACH GRANTOR AND ADMINISTRATIVE AGENT HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.
  31




---



##### 



HOLLYFRONTIER CORPORATION (f/k/a Holly Corporation)
BLACK EAGLE, INC.   
EAGLE CONSOLIDATION LLC         
ETHANOL MANAGEMENT COMPANY LLC
FRONTIER EL DORADO REFINING LLC         
FRONTIER HOLDINGS LLC
FRONTIER OIL AND REFINING COMPANY LLC
FRONTIER OIL CORPORATION
FRONTIER PIPELINE LLC
FRONTIER REFINING & MARKETING LLC
FRONTIER REFINING LLC
HOLLY BIOFUELS LLC
HOLLY PAYROLL SERVICES, INC.
HOLLY PETROLEUM, INC.
HOLLY REALTY, LLC
HOLLY REFINING & MARKETING COMPANY LLC
HOLLY REFINING & MARKETING  TULSA LLC
HOLLY REFINING & MARKETING COMPANY 
WOODS CROSS LLC
HOLLY REFINING COMMUNICATIONS, INC.
HOLLY TRANSPORTATION LLC
HOLLY UNEV PIPELINE COMPANY
HOLLY WESTERN ASPHALT COMPANY
HOLLYMARKS, LLC
HRM REALTY, LLC
LEA REFINING COMPANY
NAVAJO HOLDINGS, INC.
NAVAJO PIPELINE GP, L.L.C.
NAVAJO PIPELINE LP, L.L.C.
NAVAJO REFINING COMPANY, L.L.C.
NAVAJO REFINING GP, L.L.C.
NAVAJO WESTERN ASPHALT COMPANYBy:Name:
    Michael C. JenningsTitle:
    Chief Executive Officer and President




---



##### 



NAVAJO PIPELINE CO., L.P.
By: Navajo Pipeline GP, L.L.C., its general partnerBy:Name:
    Michael C. JenningsTitle:
    Chief Executive Officer and PresidentNK ASPHALT PARTNERS, DBA HOLLY ASPHALT COMPANY
By: Holly Western Asphalt Company, its general partner 
By: Navajo Western Asphalt Company, its general partnerBy:Name:
    Michael C. JenningsTitle:
    Chief Executive Officer and PresidentHRM MONTANA LLC

MONTANA RETAIL COMPANY LLC

NAVAJO NORTHERN, INC.By:Name:
    Stephen D. WiseTitle:
    Vice President and Treasurer 2




---



##### 



UNION BANK, N.A.,
as Administrative AgentBy:Name:
    John McNamaraTitle:
    Sr. Vice President




---



##### 



Schedule 1
  Grantor and Guarantor
    
    Notice Address
 SCHEDULE 1 - 1




---



##### 



Schedule 2
  Bank
    
    Account Name
    
    Account Number
    
    Purpose
 SCHEDULE 2 - 1




---



##### 



Schedule 3
 
 Uniform Commercial Code Filings
 Grantors
    
    Filing Office
 SCHEDULE 3 - 1




---



##### 



Schedule 4
  Federal Tax
    
    OrganizationJurisdiction of
    
    
    
    Identification
    
    IdentificationLegal Name
    
    Organization
    
    Type of Entity
    
    Number
    
    Number
 SCHEDULE 4 - 1




---



##### 



Schedule 5
  Parcels of Real Property owned by a Group Member:
 Name of Group Member
    
    Location
    
    Description of Assets
 SCHEDULE 5 - 1




---



##### 



Schedule 6
  Parcels of Real Property leased by a Group Member:
 Name of Group Member
    
    Owner of Location
    
    Location
    
    Description of Assets
 SCHEDULE 6 - 1




---



##### 



Schedule 7
  SCHEDULE 7  1




---



##### 



Schedule 8
  Name of Grantor
    
    Changes by close of business (July 1, 2011)
 SCHEDULE 8  1




---



##### 



EXHIBIT A
 FORM OF JOINDER AGREEMENT
 Agreement ______ Administrative Agent Guarantee and Collateral
Agreement
 Section
8.14
    Section 5.5




---



##### 








---



##### 



[_____________________________],a [___________________________]By:Name:Title:




---



##### 



EXHIBIT B-1
  ASSIGNMENT OF MONIES DUE AND TO BECOME DUE




---



##### 



ATTEST:
    
    
    
    [___________][Corporate Seal]
    
    By:Name:Title:Address:[___________][___________]




---



##### 








---



##### 



EXHIBIT B-2
  
  TO:
    
    [______________]
[______________]
[______________]
   [______________][______________][______________]
 [______________][______________][______________]
   [______________]
 [______________]
 [______________]




---



##### 



Very truly yours,UNION BANK, N.A.By:Name:Title:[______________][______________]Attn: [______________]Telephone: [______________]Federal Tax Identification No. [______________]
 ACKNOWLEDGMENT
  By:Name:Title:




---



##### 



Assignment of Monies Due and To Become Due




---



##### 



EXHIBIT J
TO CREDIT AGREEMENT
 FORM OF SWINGLINE NOTE
  Company Borrowers Borrower Swingline Lender
 Note Credit Agreement




---



##### 








---



##### 



BORROWERS:HOLLYFRONTIER CORPORATIONBy:Name:Title:HOLLY REFINING & MARKETING COMPANY LLCBy:Name:Title:HOLLY REFINING & MARKETING COMPANY  TULSA LLCBy:Name:Title:HOLLY REFINING & MARKETING COMPANY  WOOLDS CROSS LLCBy:Name:Title:NAVAJO REFINING COMPANY, L.L.C.By:Name:Title:




---



##### 



FRONTIER EL DORADO REFINING LLCBy:Name:Title:FRONTIER REFINING LLCBy:Name:Title:




---



##### 



Schedule 1.1
 Revolving Commitments
 Lender
    
    CommitmentUnion Bank, N.A.
    
    $
    75,000,000BNP Paribas
    
    $
    75,000,000Bank of America, N.A.
    
    $
    65,000,000Wells Fargo Bank, N.A.
    
    $
    65,000,000Citibank, N.A.
    
    $
    50,000,000Credit Suisse AG, Cayman Islands Branch
    
    $
    50,000,000Deutsche Bank Trust Company Americas
    
    $
    50,000,000Lloyds TSB Bank PLC
    
    $
    50,000,000Morgan Stanley Bank, N.A.
    
    $
    50,000,000RB International Finance (USA) LLC
    
    $
    50,000,000Toronto Dominion (New York), LLC
    
    $
    50,000,000U.S. Bank National Association
    
    $
    50,000,000Compass Bank
    
    $
    30,000,000Capital One, National Association
    
    $
    30,000,000Comerica Bank
    
    $
    30,000,000JPMorgan Chase Bank, N.A.
    
    $
    30,000,000Natixis
    
    $
    30,000,000PNC Bank, National Association
    
    $
    30,000,000Sumitomo Mitsui Banking Corporation
    
    $
    30,000,000UBS AG, Stamford Branch
    
    $
    30,000,000UMB Bank Arizona, N.A.
    
    $
    30,000,000The Frost National Bank
    
    $
    25,000,000Goldman Sachs Lending Partners LLC
    
    $
    25,000,000TOTAL
    
    $
    1,000,000,000
 Schedule 1.1 - 1




---



##### 



Schedule 1.2
 Designated Customers
 
 Schedule 1.2 - 1




---



##### 



Schedule 1.3
 Eligible Receivables  U.S. Government Contracts
  Schedule 1.3 - 1




---



##### 



Schedule 1.4
 Existing Letters of Credit
 Beneficiary
    
    Issuing Bank
    
    LC Number
    
    Amount
    
    
    ExpirationShell Trading (US) Company
    
    Union Bank
    
    S318101M
    
    $
    119,000,000
    
    
    08/10/11ConocoPhillips Company*
    
    Union Bank
    
    S316656M
    
    $
    80,000,000
    
    
    09/10/11Chevron Products Company
    
    Union Bank
    
    S314705M
    
    $
    71,000,000
    
    
    09/10/11CCPS Transportation LLC
    
    Union Bank
    
    306S237232
    
    $
    12,200,000
    
    
    12/31/11Glencore Ltd*
    
    Union Bank
    
    S315072M
    
    $
    12,300,000
    
    
    08/15/11Vitol Inc*
    
    Union Bank
    
    S317504M
    
    $
    5,500,000
    
    
    08/10/11US EPA (Cheyenne)
    
    Union Bank
    
    S316406M
    
    $
    1,900,000
    
    
    12/16/11Enbridge Pipelines Inc
    
    Union Bank
    
    S308485M
    
    CAD$1,700,000
    
    
    03/03/12KDHE
    
    Union Bank
    
    306S232687
    
    $
    685,000
    
    
    04/09/12Numerous Insurance Companies
    
    Union Bank
    
    S304623M
    
    $
    300,000
    
    
    11/01/11Zurich American Insurance
Company
    
    Union Bank
    
    S312227M
    
    $
    225,000
    
    
    01/10/12KDHE
    
    Union Bank
    
    S307452M
    
    $
    100,000
    
    
    11/13/11ConocoPhillips Canada
Marketing & Trading ULC
    
    Wells Fargo
    
    NZS671819
    
    $
    82,600,000
    
    
    09/30/11BP Oil Supply Company
    
    Wells Fargo
    
    IS0000918
    
    $
    54,900,000
    
    
    07/31/11CCPS Transportation LLC
    
    Bank of America
    
    3098853
    
    $
    7,900,000
    
    
    03/05/12Zurich American Insurance
Company
    
    Bank of America
    
    7414568
    
    $
    1,372,542
    
    
    06/01/12Pacific Employers Insurance
Company
    
    Bank of America
    
    7414569
    
    $
    340,000
    
    
    04/30/12NM Self Insurers Guarantee Fund
    
    Bank of America
    
    3077312
    
    $
    200,000
    
    
    06/20/12
 
 *
    
    Cancellation pending. Schedule 1.4 - 1




---



##### 



Schedule 1.5
 Immaterial Subsidiaries
  Schedule 1.5 - 1




---



##### 



Schedule 6.2
 Subsidiaries
  OrganizationLegal Name of Borrower or
    
    Jurisdiction of
    
    
    
    IdentificationSubsidiary Guarantor
    
    Organization
    
    Type of Entity
    
    NumberBlack Eagle, Inc.
    
    Delaware
    
    Corporation
    
    0923277Eagle Consolidation LLC
    
    Delaware
    
    Limited Liability Company
    
    4988402Ethanol Management Company LLC
    
    Delaware
    
    Limited Liability Company
    
    5004637Frontier El Dorado Refining LLC
    
    Delaware
    
    Limited Liability Company
    
    3098810Frontier Holdings LLC
    
    Delaware
    
    Limited Liability Company
    
    4236542Frontier Oil and Refining Company LLC
    
    Delaware
    
    Limited Liability Company
    
    2079482Frontier Oil Corporation
    
    Wyoming
    
    Corporation
    
    1980-000139666Frontier Pipeline LLC
    
    Delaware
    
    Limited Liability Company
    
    2202550Frontier Refining & Marketing LLC
    
    Delaware
    
    Limited Liability Company
    
    2163960Frontier Refining LLC
    
    Delaware
    
    Limited Liability Company
    
    2163962Holly Biofuels LLC
    
    Delaware
    
    Limited Liability Company
    
    4973339HollyFrontier Corporation
    
    Delaware
    
    Corporation
    
    0410607Holly Payroll Services, Inc.
    
    Delaware
    
    Corporation
    
    4052098Holly Petroleum, Inc.
    
    Delaware
    
    Corporation
    
    2179734Holly Realty, LLC
    
    Delaware
    
    Limited Liability Company
    
    4684449Holly Refining & Marketing Company LLC
    
    Delaware
    
    Limited Liability Company
    
    3895432Holly Refining & Marketing  Tulsa LLC
    
    Delaware
    
    Limited Liability Company
    
    4660942Holly Refining & Marketing Company 
Woods Cross LLC
    
    Delaware
    
    Limited Liability Company
    
    3626422Holly Refining Communications, Inc.
    
    Delaware
    
    Corporation
    
    3630484
 Schedule 6.2 - 1




---



##### 



OrganizationLegal Name of Borrower or
    
    Jurisdiction of
    
    
    
    IdentificationSubsidiary Guarantor
    
    Organization
    
    Type of Entity
    
    NumberHolly Transportation LLC
    
    Delaware
    
    Limited Liability Company
    
    4618058Holly UNEV Pipeline Company
    
    Delaware
    
    Corporation
    
    4407728Holly Western Asphalt Company
    
    Delaware
    
    Corporation
    
    3914058Hollymarks, LLC
    
    Delaware
    
    Limited Liability Company
    
    4684446HRM Montana LLC
    
    Montana
    
    Limited Liability Company
    
    A169222HRM Realty, LLC
    
    Delaware
    
    Limited Liability Company
    
    4684448LEA Refining Company
    
    Delaware
    
    Corporation
    
    827851Montana Retail Company LLC
    
    Delaware
    
    Limited Liability Company
    
    2850166Navajo Holdings, Inc.
    
    New Mexico
    
    Corporation
    
    1060094Navajo Northern, Inc.
    
    Nevada
    
    Corporation
    
    C1148-1978Navajo Pipeline Co., L.P.
    
    Delaware
    
    Limited Partnership
    
    855544Navajo Pipeline GP, L.L.C.
    
    Delaware
    
    Limited Liability Company
    
    3418355Navajo Pipeline LP, L.L.C.
    
    Delaware
    
    Limited Liability Company
    
    3418494Navajo Refining Company, L.L.C.
    
    Delaware
    
    Limited Liability Company
    
    4380177Navajo Refining GP, L.L.C.
    
    Delaware
    
    Limited Liability Company
    
    3418360Navajo Western Asphalt Company
    
    New Mexico
    
    Corporation
    
    786129NK Asphalt Partners d/b/a Holly
Asphalt Company
    
    New Mexico
    
    General Partnership
    
    GPD2000071301
  Legal Name of Borrower or
    
    
    
    Jurisdictions WhereSubsidiary Guarantor
    
    Trade Name/ DBA Name
    
    Trade Name is UsedBlack Eagle, Inc.
    
    Montana Refining Corporation
    
    MontanaNavajo Refining Company, L.L.C.
    
    Navajo Refining Company
    
    Washoe county, NVNavajo Refining Company, L.L.C.
    
    Navajo Refining Co.
    
    TexasNavajo Refining Company, L.L.C.
    
    Navajo Refining Company
    
    Dallas County, TX
 Schedule 6.2 - 2




---



##### 



Legal Name of Borrower or
    
    
    
    Jurisdictions WhereSubsidiary Guarantor
    
    Trade Name/ DBA Name
    
    Trade Name is UsedNavajo Refining Company, L.L.C.
    
    Navajo Refining Company
    
    UtahNavajo Refining Company, L.L.C.
    
    Navajo Refining Company
    
    OklahomaNavajo Refining Company, L.L.C.
    
    Navajo Refining Company
    
    Denver, CONavajo Refining Company, L.L.C.
    
    Navajo Refining Company
    
    Maricopa County, AZNavajo Refining Company, L.L.C.
    
    Navajo Refining Company
    
    ArizonaNavajo Refining Company, L.L.C.
    
    Navajo Refining Company
    
    TexasNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    ArizonaNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Maricopa County, AZNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    La Paz County, AZNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Greenlee County, AZNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Graham County, AZNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Gila County, AZNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Coconino County, AZNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Apache County, ArizonaNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Pinal County, AZNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Cochise County, AZNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Cooke County, TXNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    UtahNK Asphalt Partners
    
    Holly Asphalt Company
    
    Yoakum County, TXNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Winkler County, TXNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Upton County, TXNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Reeves County, TXNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Midland County, TXNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Martin County, TXNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Lubbock County, TXNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Hutchinson County, TXNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Gaines County, TXNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Ector County, TX
 Schedule 6.2 - 3




---



##### 



Legal Name of Borrower or
    
    
    
    Jurisdictions WhereSubsidiary Guarantor
    
    Trade Name/ DBA Name
    
    Trade Name is UsedNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Mohave County, AZNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Crane County, TXNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Navajo County, AZNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Brewster County, TXNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Andrews County, TXNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Elko County, NevadaNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Clark County, NevadaNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    OklahomaNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    ColoradoNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Sacramento County, CANK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Yuma County, AZNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Yavapai County, AZNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Santa Cruz County, AZNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Pima County, AZNK Asphalt Partners d/b/a 
Holly Asphalt Company
    
    Holly Asphalt Company
    
    Dallas County, TXFrontier Pipeline LLC
    
    Cheyenne Refining Pipeline Inc.
    
    Nebraska
  Legal Name of Borrower orSubsidiary Guarantor
    
    Date of Change
    
    Description of Name ChangeNavajo Refining Company, L.L.C.
    
    June 29, 2007
    
    Navajo Refining Company,
L.P., a Delaware limited
partnership, merged into
Navajo Refining Company,
L.L.C., a Delaware
limited liability
company.HRM Montana LLC
    
    July 17, 2009
    
    Montana Refining
Corporation, a
Partnership, a Montana
general partnership,
changed its name to HRM
Montana, a Montana
general partnership.June 30, 2011
    
    HRM Montana, a Montana
general partnership
converted to a Montana
limited liability company
and changed its name to
HRM Montana LLC.
 Schedule 6.2 - 4




---



##### 



Legal Name of Borrower orSubsidiary Guarantor
    
    Date of Change
    
    Description of Name ChangeHolly Refining & Marketing 
Tulsa LLC
    
    May 19, 2009
    
    Holly Refining &
Marketing  MidCon,
L.L.C., a Delaware
limited liability company
changed its name to Holly
Refining & Marketing
Company  Tulsa LLC, a
Delaware limited
liability company.Holly Transportation LLC
    
    October 28, 2010
    
    Holly Trucking, L.L.C., a
Delaware limited
liability company changed
its name to Holly
Transportation LLC, a
Delaware limited
liability company.Holly Refining & Marketing 
Company LLC
    
    December 31, 2010
    
    Holly Refining &
Marketing Company, a
Delaware corporation
converted to a Delaware
limited liability company
and changed its name to
Holly Refining &
Marketing Company LLC.Holly Refining & Marketing
Company  Woods Cross LLC
    
    December 31, 2010
May 31, 2011
    
    Holly Refining &
Marketing Company 
Woods Cross, a Delaware
corporation converted to
a Delaware limited
liability company and
changed its name to Holly
Refining & Marketing
Company  Woods Cross
LLC.

Woods Cross Refining
Company, L.L.C., a
Delaware limited
liability company, merged
into Holly Refining &
Marketing Company 
Woods Cross LLC.Montana Retail Company LLC
    
    May 29, 2011
    
    Montana Retail
Corporation, a Delaware
corporation converted to
a Delaware limited
liability company and
changed its name to
Montana Retail Company
LLC.Eagle Consolidation LLC
    
    May 31, 2011
June 30, 2011
    
    Holly Utah Holdings,
Inc., a Delaware
corporation, N148H
Exchange, LLC, a Delaware
limited liability
company, and N560B
Exchanges, LLC, a
Delaware limited
liability company, each
merged into Eagle
Consolidation LLC.

Navajo Crude Oil
Purchasing, Inc., a
Delaware corporation,
merged into Eagle
Consolidation LLC.Navajo Refining Company, L.L.C.
    
    May 31, 2011
    
    Lorefco, Inc., a Delaware
corporation, merged into
Navajo Refining Company,
L.L.C.HollyFrontier Corporation
    
    May 31, 2011
    
    Navajo Refining L.P.,
L.L.C., a Delaware
limited liability
company, merged into
HollyFrontier
Corporation, formerly
known as Holly
Corporation,.Navajo Pipeline Co., L.P.
    
    May 31, 2011
    
    Porcupine Ridge Pipeline,
LLC, a Delaware limited
liability company, merged
into Navajo Pipeline Co.,
L.P.Ethanol Management Company LLC
    
    June 30, 2011
    
    Ethanol Management
Company, a Colorado
corporation converted to
a Delaware limited
liability company and
changed its name to
Ethanol Management
Company LLC.Frontier El Dorado Refining LLC
    
    June 30, 2011
    
    Frontier El Dorado
Refining Company, a
Delaware corporation
converted to a Delaware
limited liability company
and changed its name to
Frontier El Dorado
Refining LLC.
 Schedule 6.2 - 5




---



##### 



Legal Name of Borrower orSubsidiary Guarantor
    
    Date of Change
    
    Description of Name ChangeFrontier Holdings LLC
    
    June 30, 2011
    
    Frontier Holdings Inc., a
Delaware corporation
converted to a Delaware
limited liability company
and changed its name to
Frontier Holdings LLC.Frontier Oil and Refining
Company LLC
    
    June 30, 2011
    
    Frontier Oil and Refining
Company, a Delaware
corporation converted to
a Delaware limited
liability company and
changed its name to
Frontier Oil and Refining
Company LLC.Frontier Pipeline LLC
    
    June 30, 2011
    
    Frontier Pipeline Inc., a
Delaware corporation
converted to a Delaware
limited liability company
and changed its name to
Frontier Pipeline LLC.Frontier Refining & Marketing 
LLC
    
    June 30, 2011
    
    Frontier Refining &
Marketing Inc., a
Delaware corporation
converted to a Delaware
limited liability company
and changed its name to
Frontier Refining &
Marketing LLC.Frontier Refining LLC
    
    June 30, 2011
    
    Frontier Refining Inc., a
Delaware corporation
converted to a Delaware
limited liability company
and changed its name to
Frontier Refining LLC.HollyFrontier Corporation
    
    July 1, 2011
    
    Holly Corporation, a
Delaware corporation,
changed its name to
HollyFrontier
Corporation.
  Address of ChiefExecutive Office/Legal Name of Borrower or Subsidiary
    
    Location of Books andGuarantor
    
    RecordsAll Loan Parties except those listed below:
    
    2828 N. HarwoodSuite 1300Dallas, TX 75201Navajo Pipeline LP, L.L.C.
    
    501 East MainNK Asphalt Partners d/b/a/ Holly Asphalt Company
    
    Artesia, NM 88210
 
 (e) Locations of Collateral for each Borrower and its Subsidiary Guarantors: 
    
    See locations listed on Schedule 6.6.
 Schedule 6.2 - 6




---



##### 



Schedule 6.3
 Consents, Etc.
 1.
    
    8-K filing with SEC for both Holly and FOC as a result of entry into this Credit Agreement
and the Guarantee and Collateral Agreement.




---



##### 



Schedule 6.6
 Real Property
 Parcels of Real Property owned by a Group Member:
 Name of Group Member
    
    Location
    
    Description of AssetsNavajo Refining Company, L.L.C.
    
    501 E. Main St.
Artesia, NM 88210
Eddy County, NM
    
    Inventory
Artesia refineryNavajo Refining Company, L.L.C.
    
    501 E. Main St.
Artesia, NM 88210
Eddy County, NM
    
    Inventory
Diesel storage-TruckingNavajo Refining Company, L.L.C.
    
    7406 South Main St.
Lovington, NM 88260
Lea County, NM
    
    Inventory
Lovington refineryHolly Refining & Marketing
Company  Woods Cross LLC
    
    393 South 800 West
Woods Cross, UT 84087
Davis County, UT
    
    Inventory-RefineryNK Asphalt Partners d/b/a
Holly Asphalt Company
    
    7110 W. Northern Avenue 
Glendale, AZ 85303
Maricopa County, AZ
    
    Inventory TerminalNK Asphalt Partners d/b/a
Holly Asphalt Company
    
    4949 Edith Blvd. NE
Albuquerque, NM 87107
Bernalillo County, NM
    
    Inventory TerminalNK Asphalt Partners d/b/a
Holly Asphalt Company
    
    2411 N. Freeman
Artesia, NM 88210
Eddy County, NM
    
    Inventory TerminalNK Asphalt Partners d/b/a
Holly Asphalt Company
    
    131 S. 57th
Avenue 
Phoenix, AZ 85043
Maricopa County, AZ
    
    Inventory Terminal




---



##### 



Name of Group Member
    
    Location
    
    Description of AssetsNK Asphalt Partners d/b/a Holly Asphalt Company
    
    1611 Marshall St.
Lubbock, TX 79403
Lubbock County, TX
    
    Inventory TerminalHolly
Refining & Marketing - Tulsa LLC
    
    1700 S. Union Ave
Tulsa, OK 74107
Tulsa County, OK
    
    Inventory
Tulsa RefineryHolly
Refining & Marketing - Tulsa LLC
    
    902 West 25th
Street
Tulsa, OK 74101
Tulsa County, OK
    
    Inventory
Tulsa RefineryFrontier El Dorado Refining LLC
    
    1401 Douglas Road
El Dorado, KS 67042
Butler County, KS
    
    Inventory
El Dorado RefineryFrontier Refining LLC
    
    2700 E. 5th
Street
Cheyenne, WY 82007
Laramie County, WY
    
    Inventory
Cheyenne RefineryEthanol Management Company LLC
    
    8501 East 96th Avenue
Henderson, CO 80640
    
    Inventory Terminal
 Parcels of Real Property leased by a Group Member:
 Name of Group Member
    
    Owner of Location
    
    Location
    
    Description of AssetsHolly Refining & Marketing Company LLC
    
    Williams
    
    Conway, KS
    
    Inventory
Off-Site StorageHolly Refining & Marketing Company LLC
    
    Enterprise Products
Partners, L.P.
    
    Hobbs, NM
    
    Inventory TerminalHolly Refining & Marketing Company LLC
    
    Enterprise Products
Partners, L.P.
    
    Conway, KS, to Hobbs, NM
    
    Inventory
In transit




---



##### 



Name of Group Member
    
    Owner of Location
    
    Location
    
    Description of AssetsNavajo Refining Company,
L.L.C.
    
    HEP Refining, L.L.C.
    
    Moriarty, NM
    
    Inventory TerminalNavajo Refining Company,
L.L.C.
    
    Sacramento Energy
    
    Loco Hills, NM
    
    Inventory Off-Site StorageHolly Refining &
Marketing Company LLC
    
    HEP Pipeline, L.L.C.
    
    Lovington, NM, to Artesia,
NM
    
    Inventory
8 Pipeline Line FillHolly Refining &
Marketing Company LLC
    
    HEP Pipeline, L.L.C.
    
    Lovington, NM, to Artesia,
NM
    
    Inventory
10 Pipeline Line FillHolly Refining &
Marketing Company LLC
    
    HEP Pipeline Assets,
Limited Partnership
    
    Artesia, NM, to El Paso, TX
    
    Inventory
6 Pipeline Line FillHolly Refining &
Marketing Company LLC
    
    HEP Pipeline Assets,
Limited Partnership
    
    Artesia, NM,
to Orla, TX,
to El Paso, TX
    
    Inventory
8/12/8 Pipeline Line FillHolly Refining &
Marketing Company LLC
    
    Enterprise Products
Partners, L.P. (1)
    
    Artesia, NM, to
Bloomfield, NM
    
    Inventory
12/8 Pipeline Line FillHolly Refining &
Marketing Company LLC
    
    Leased by HEP
Pipeline, L.L.C.,
from City of
Roswell, NM
    
    Roswell, NM
    
    Inventory
TerminalHolly Refining &
Marketing Company LLC
    
    HEP Pipeline, L.L.C.
    
    Artesia, NM, to Roswell, NM
    
    Inventory
4 Pipeline Line FillHolly Refining &
Marketing Company LLC
    
    HEP Refining, L.L.C.
    
    Bloomfield, NM
    
    Inventory TerminalHolly Refining &
Marketing Company LLC
    
    Plains Pipeline
Company
    
    El Paso, TX, to
Albuquerque, NM
    
    Inventory Plains Pipeline Line FillHolly Refining &
Marketing Company LLC
    
    HEP Refining Assets,
L.P.
    
    El Paso, TX
El Paso County, TX
    
    Inventory TerminalHolly Refining &
Marketing Company LLC
    
    Kinder Morgan Energy
Partners, L.P.s
SFPP, L.P.
    
    El Paso, TX, to Phoenix, AZ
    
    Inventory Kinder Morgan Pipeline
Line Fill




---



##### 



Name of Group Member
    
    Owner of Location
    
    Location
    
    Description of AssetsHolly Refining &
Marketing Company LLC
    
    HEP Refining, L.L.C.
    
    Tucson, AZ
    
    Inventory TerminalHolly Refining &
Marketing Company LLC
    
    Chevron Pipeline Co.
    
    Albuquerque, NM
    
    Inventory TerminalHolly Refining &
Marketing Company LLC
    
    Western Refining
    
    Albuquerque, NM
    
    Inventory TerminalHolly Refining &
Marketing Company LLC
    
    Western Refining
    
    El Paso, TX
    
    Inventory TerminalHolly Refining &
Marketing Company LLC
    
    Kinder Morgan Energy
Partners, L.P.s
SFPP, L.P.
    
    Tucson, AZ
    
    Inventory
Community TerminalHolly Refining &
Marketing Company LLC
    
    Kinder Morgan Energy
Partners, L.P.s
SFPP, L.P.
    
    Phoenix, AZ
    
    Inventory
Community TerminalHolly Refining &
Marketing Company LLC
    
    Arizona Petroleum
    
    Tucson, AZ
    
    Inventory TerminalHolly Refining &
Marketing Company LLC
    
    Caljet
    
    Phoenix, AZ
    
    Inventory TerminalHolly Refining &
Marketing Company LLC
    
    Kinder Morgan
    
    Phoenix, AZ
    
    Inventory TerminalHolly Refining &
Marketing Company LLC
    
    Pro Petroleum
    
    Phoenix, AZ
    
    Inventory TerminalHolly Refining &
Marketing Company LLC
    
    Chevron Pipeline
Company
    
    Woods Cross, UT, to
Spokane, WA
    
    Inventory
Chevron Pipeline Line FillHolly Refining &
Marketing Company LLC
    
    HEP Woods Cross,
L.L.C., and Sinclair
each own a 50%
interest
    
    Boise, ID
Ada County, ID
    
    Inventory TerminalHolly Refining &
Marketing Company LLC
    
    Northwest
Terminalling Company
(subsidiary of
Chevron)
    
    Boise, ID
Ada County, ID
    
    Inventory Terminal




---



##### 



Name of Group Member
    
    Owner of Location
    
    Location
    
    Description of AssetsHolly Refining &
Marketing Company LLC
    
    HEP Woods Cross,
L.L.C., and Sinclair
each own a 50%
interest
    
    Burley, ID
Cassion County, ID
    
    Inventory TerminalHolly Refining &
Marketing Company LLC
    
    Northwest
Terminalling Company
(subsidiary of
Chevron)
    
    Pocatello, ID Bannock
County, ID
    
    Inventory TerminalHolly Refining &
Marketing Company LLC
    
    Northwest
Terminalling Company
(subsidiary of
Chevron)
    
    Pasco, WA
    
    Inventory TerminalHolly Refining &
Marketing Company LLC
    
    HEP Woods Cross,
L.L.C.
    
    Spokane, WA
    
    Inventory TerminalHolly Refining &
Marketing Company LLC
    
    UNEV Pipeline, L.L.C.
    
    Cedar City, UT
    
    Inventory TerminalHolly Refining &
Marketing Company LLC
    
    Teppco
    
    Cushing, OK
    
    Inventory TerminalHolly Refining &
Marketing Company LLC
    
    Sunoco Logistics
    
    Tulsa, OK
    
    Inventory Terminal
and PipelineHolly Refining &
Marketing Company LLC
    
    Magellan
    
    Tulsa, OK
Pleasant Hill, IA
Ft. Smith, AR
Kansas City, KS
St. Paul, MN
Oklahoma City, OK
Omaha, NE
Sioux City, IA
Sioux Falls, SD
and certain other
immaterial locations
throughout the
mid-continent region in
the Magellan mid-continent
pipeline.
    
    Inventory Terminals
and Line FillHolly Refining &
Marketing Company LLC
    
    Kansas City
International
Airport
    
    Kansas City, MO
    
    Inventory TerminalHolly Refining &
Marketing Company LLC
    
    Omaha Airport
Authority
    
    Omaha, NE
    
    Inventory Terminal




---



##### 



Name of Group Member
    
    Owner of Location
    
    Location
    
    Description of AssetsHolly Refining
& Marketing Company
LLC
    
    Transflo
    
    Atlanta, GA
    
    Inventory TerminalHolly Refining &
Marketing Company
LLC
    
    Alon USA
    
    Big Spring, TX
    
    Inventory TerminalHolly Refining &
Marketing Company
LLC
    
    PetroSource
    
    Catoosa, OK
    
    Inventory TerminalHolly Refining &
Marketing Company
LLC
    
    Sunoco Logistics
    
    Cleveland, OH
    
    Inventory TerminalHolly Refining &
Marketing Company
LLC
    
    Truck Rail Handling
    
    Fremont, CA
    
    Inventory TerminalHolly Refining &
Marketing Company
LLC
    
    Southeast Fleet Service
    
    Lexington, NC
    
    Inventory TerminalHolly Refining &
Marketing Company
LLC
    
    Transflo
    
    North Haven, CT
    
    Inventory TerminalHolly Refining &
Marketing Company
LLC
    
    HEP Pipeline, L.L.C.
    
    Artesia, NM
    
    Line FillHolly Refining &
Marketing Company
LLC
    
    HEP Pipeline, L.L.C.
    
    Lovington, NM
    
    Line FillHolly Refining &
Marketing Company
LLC
    
    HEP Pipeline, L.L.C.
    
    Lovington, NM
    
    Line Fill
8 Lovington  BeesonHolly Refining &
Marketing Company
LLC
    
    Roadrunner Pipeline
L.L.C. (owned by HEP)
    
    Artesia, NM
    
    Line Fill
Roadrunner PLHolly Refining &
Marketing Company
LLC
    
    HEP Pipeline, L.L.C.
    
    Lovington/Artesia, NM
    
    Line Fill
16 Beeson  Lovington PLHolly Refining &
Marketing Company
LLC
    
    HEP Pipeline, L.L.C.
    
    Artesia, NM
    
    Line Fill




---



##### 



Name of Group Member
    
    Owner of Location
    
    Location
    
    Description of AssetsHolly Refining &
Marketing Company
LLC
    
    Kinder Morgan
    
    Tucson, AZ
    
    Line FillHolly Refining &
Marketing Company
LLC
    
    Keystone
    
    Hardisty, AB
    
    Line FillHolly Refining &
Marketing Company
LLC
    
    Plains Pipeline
    
    Tulsa, OK
    
    Inventory
Tank FarmHolly Refining &
Marketing Company
LLC
    
    Coffeyville Resources
    
    Phillipsburg, KS
    
    Inventory TerminalHolly Refining &
Marketing Company
LLC
    
    OneOK
    
    Conway, KS
    
    Inventory TerminalHolly Refining &
Marketing Company
LLC
    
    York Rail
    
    York, PA
    
    Inventory TerminalHolly Refining &
Marketing Company
LLC
    
    Stolthaven
    
    Houston, TX
    
    Inventory TerminalHolly Refining &
Marketing Company
LLC
    
    Centurion Pipeline
    
    Cushing, OK
    
    Inventory TerminalHolly Refining &
Marketing Company
LLC
    
    Centurion Pipeline
    
    Slaughter, TX
    
    Inventory TerminalHolly Refining &
Marketing Company
LLC
    
    Enbridge
    
    Flanagan, IL
    
    Inventory TerminalHolly Refining &
Marketing Company
LLC
    
    Husky PL
    
    Hardisty, AB
    
    Inventory TerminalHolly Refining &
Marketing Company
LLC
    
    Enbridge Pipeline
    
    Cushing, OK
    
    Inventory TerminalHolly Refining &
Marketing Company
LLC
    
    Plains Pipeline
    
    Cushing, OK
    
    Inventory Terminal




---



##### 



Name of Group Member
    
    Owner of Location
    
    Location
    
    Description of AssetsHolly Refining &
Marketing Company
LLC
    
    Enterprise PL
    
    Midland, TX
    
    Inventory TerminalHolly Refining &
Marketing Company
LLC
    
    Ventura
    
    Wilmington, CA
    
    Inventory TerminalHolly Refining &
Marketing Company
LLC
    
    Transflo
    
    Cleveland, OH
    
    Inventory TerminalHolly Refining &
Marketing Company
LLC
    
    Texas City Oil Tanking
    
    Texas City, TX
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Coralville, IA
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Waterloo, IA
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Columbia, MO
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Palmyra, MO
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Clear Lake, IA
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Watertown, SD
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    West Fargo, ND
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Grand Forks, ND
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Doniphan, NE
    
    Inventory Terminal




---



##### 



Name of Group Member
    
    Owner of Location
    
    Location
    
    Description of AssetsFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Topeka, KS
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Dubuque, IA
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Carthage, MO
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Brookline, MO
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Milford, IA
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Great Bend, KS
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Scott City, KS
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Aurora, CO
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Wathena, KS
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Valley Center, KS
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Roca, NE
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Riverdale, IA
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Magellan Pipeline
    
    Oklahoma City, OK
    
    Inventory Terminal




---



##### 



Name of Group Member
    
    Owner of Location
    
    Location
    
    Description of AssetsFrontier Oil
and Refining
Company LLC
    
    Nustar
    
    Salina, KS
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Nustar
    
    Concordia, KS
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Nustar
    
    Geneva, NB
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Nustar
    
    Osceola, NE
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Nustar
    
    Norfolk, NE
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Nustar
    
    Yankton, SD
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Nustar
    
    Mitchell, SD
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Nustar
    
    Wolsey, SD
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Nustar
    
    Aberdeen, SD
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Nustar
    
    Jamestown, ND
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Nustar
    
    Le Mars, IA
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Nustar
    
    Milford, IA
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Nustar
    
    Hutchinson, KS
    
    Inventory Terminal
 Schedule 6.6 - 10




---



##### 



Name of Group Member
    
    Owner of Location
    
    Location
    
    Description of AssetsFrontier Oil and
Refining Company
LLC
    
    Nustar
    
    Columbus, NE
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Nustar
    
    Sioux Falls, SD
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Nustar
    
    North Platte, NE
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Nustar
    
    Hutchinson, KS, to
Jamestown, ND
    
    Line FillFrontier Oil and
Refining Company
LLC
    
    Plains Sidney
    
    Sidney, NE
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Plains Sidney
    
    Sidney, NE
    
    Line FillFrontier Oil and
Refining Company
LLC
    
    Plains Rocky Mountain
    
    Rapid City, SD
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Plains Rocky Mountain
    
    Cheyenne, WY
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Plains Rocky Mountain
    
    DuPont, CO
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Plains Rocky Mountain
    
    Fountain, CO
    
    Inventory TerminalFrontier Oil and
Refining Company
LLC
    
    Plains Rocky Mountain
    
    Cheyenne, WY
    
    Line FillFrontier Oil and
Refining Company
LLC
    
    Sinclair Pipeline
    
    Denver, CO
    
    Line FillFrontier Oil and
Refining Company
LLC
    
    Frontier Pipeline
    
    Denver, CO
    
    Line Fill
 Schedule 6.6 - 11




---



##### 



Name of Group Member
    
    Owner of Location
    
    Location
    
    Description of AssetsFrontier Oil and
Refining Company
LLC
    
    True Oil
    
    Baker, MT
    
    Crude Inventory
PipelineFrontier Oil and
Refining Company
LLC
    
    Plains
    
    Casper, WY
    
    Crude Inventory
Big Horn PL SystemFrontier Oil and
Refining Company
LLC
    
    Kinder Morgan
    
    Hardisty, AB, to
Casper, WY
    
    Crude Inventory
Express PipelineFrontier Oil and
Refining Company
LLC
    
    Kinder Morgan
    
    Buffalo, MT
    
    Crude Inventory
Station on Express PLFrontier Oil and
Refining Company
LLC
    
    Centennial Pipeline
    
    Guernsey to Cheyenne, WY
    
    Line FillFrontier Oil and
Refining Company
LLC
    
    BP
    
    Illinois
    
    Crude Inventory
ChiCap PipelineFrontier Oil and
Refining Company
LLC
    
    Enbridge
    
    Cushing, OK
    
    Crude Inventory
Spearhead PLFrontier Oil and
Refining Company
LLC
    
    Magellan
    
    Cushing, OK
    
    Crude Inventory
Magellan/BP PipelineFrontier Oil and
Refining Company
LLC
    
    Magellan
    
    Cushing, OK
    
    Crude Inventory
Magellan Osage PipelineFrontier Oil and
Refining Company
LLC
    
    Enterprise
    
    Cushing, OK
    
    Crude Inventory
TerminalFrontier Oil and
Refining Company
LLC
    
    Plains
    
    Cushing, OK
    
    Crude Inventory
TerminalFrontier Oil and
Refining Company
LLC
    
    Sem Group
    
    Cushing, OK
    
    Crude Inventory
TerminalFrontier Oil and Refining Company LLC
    
    Inter Pipeline Fund
    
    Edmonton, AB
    
    Crude Inventory Inter Cold Lake West PL
 Schedule 6.6 - 12




---



##### 



Name of Group Member
    
    Owner of Location
    
    Location
    
    Description of AssetsFrontier Oil and Refining Company LLC
    
    Enbridge
    
    El Dorado, KS
    
    Crude Inventory TerminalFrontier Oil and Refining Company LLC
    
    Enterprise
    
    Freeport, TX
    
    Crude Inventory Seaway PLFrontier Oil and Refining Company LLC
    
    True Oil
    
    Fryburg, ND
    
    Crude Inventory Four Bears Pipeline (fka Little Missouri Line)Frontier Oil and Refining Company LLC
    
    Plains
    
    Ft. Laramie, WY
    
    Crude Inventory Plains Cheyenne PLFrontier Oil and Refining Company LLC
    
    Plains
    
    Ft. Laramie, WY
    
    Crude Inventory Plains Salt Lake SystemFrontier Oil and Refining Company LLC
    
    True Oil
    
    Guernsey, WY
    
    Crude Inventory Belle Fourche PLFrontier Oil and Refining Company LLC
    
    True Oil
    
    Guernsey, WY
    
    Crude Inventory Guernsey StationFrontier Oil and Refining Company LLC
    
    Eighty Eight Oil Storage
    
    Guernsey, WY
    
    Crude Inventory TerminalFrontier Oil and Refining Company LLC
    
    Kinder Morgan
    
    Guernsey, WY
    
    Crude Inventory Platte PipelineFrontier Oil and Refining Company LLC
    
    Inter Fund Pipeline
    
    Hardisty, AB
    
    Crude Inventory Inter Cold Lake South PLFrontier Oil and Refining Company LLC
    
    Husky Pipeline
    
    Hardisty, AB
    
    Crude InventoryFrontier Oil and Refining Company LLC
    
    Jayhawk Pipeline
    
    McPherson, KS
    
    Crude InventoryFrontier Oil and Refining Company LLC
    
    Plains
    
    Midland, TX
    
    Crude Inventory Plains Basin PL
 Schedule 6.6 - 13




---



##### 



Name of Group Member
    
    Owner of Location
    
    Location
    
    Description of AssetsFrontier Oil and Refining Company LLC
    
    Enterprise
    
    Midland, TX
    
    Crude Inventory TerminalFrontier Oil and Refining Company LLC
    
    True Oil
    
    Poplar, MT
    
    Crude Inventory Bridger PLFrontier Oil and Refining Company LLC
    
    Suncor Pipeline
    
    Denver, CO
    
    Crude InventoryFrontier Oil and Refining Company LLC
    
    Sunoco Pipeline
    
    Texas
    
    Crude Inventory Sun PL Central Texas
 
 (1)
    
    A Subsidiary of HEP owns the Artesia to White Lakes Junction segment of the Artesia to Moriarty
pipeline. The White Lakes Junction to Moriarty segment and the Moriarty to Bloomfield Pipeline is
leased from Enterprise Products Partners, L.P. under a long-term lease agreement. Schedule 6.6 - 14




---



##### 



Schedule 6.7
 Labor Matters
 Group Member
    
    Collective Bargaining AgreementsHolly Refining & Marketing Company
 Woods Cross LLC
    
    Agreement between Holly Refining &
Marketing  Woods Cross LLC, with a
refinery at Woods Cross, Utah, and
United Steel, Paper and Forestry,
Rubber, Manufacturing, Energy,
Allied Industrial and Service
Workers International Union and its
Local No. 12-578, dated as of March
2, 2009.Navajo Refining Company, L.L.C.
    
    Agreement between Navajo Refining
Company, L.L.C., with a refinery
located in the City of Artesia,
State of New Mexico, and the
International Union of Operating
Engineers Local No. 351, dated as of
March 30, 2010.Navajo Refining Company, L.L.C.
    
    Agreement between Navajo Refining
Company, L.L.C., with a refinery
located in Lea County, State of New
Mexico, and the International Union
of Operating Engineers Local No.
351, dated as of March 31, 2010.Frontier El Dorado Refining LLC
    
    Agreement between Frontier El Dorado
Refining LLC, formerly known as
Frontier El Dorado Refining Company,
and United Steel, Paper and
Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and
Service Workers International Union,
AFL-CIO-CLC (USW) on behalf of Local
#241, dated as of February 4, 2009.Frontier Refining LLC
    
    Agreement between Frontier Refining
LLC, formerly known as Frontier
Refining Inc., Cheyenne, Wyoming
Refinery and Craft Unions including
Local Union No. 101 of the
International Brotherhood of
Boilermakers, Iron Ship Builders and
Helpers of America, Local Union No.
469 of the United Brotherhood of
Carpenters and Joiners of America;
Local Union No. 415 of the
International Brotherhood of
Electrical Workers; Local Union No.
79 of the Brotherhood of Painters
and Allied Trades; Local Union No.
192 of the United Association of
Journeymen and Apprentices of the
Plumbing and Pipefitting Industry;
Insulators Union; and Local Union
No. 28 of the International
Association of Heat and Frost
Insulators and Asbestos Workers all
of whom are affiliated with their
International Union of the AFL-CIO,
dated as of July 1, 2009.Frontier Refining LLC
    
    Agreement between Frontier Refining
LLC, formerly known as Frontier
Refining Inc., Cheyenne, Wyoming
Refinery and United Steel, Paper and
Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and
Service Workers International Union
(USW), AFL-CIO and its Local Union
11-574, dated as of July 1, 2009.
 Schedule 6.7 - 1




---



##### 



Schedule 6.8(a)
 Capitalization of Restricted Subsidiaries
 RestrictedorHolder(s)
    
    Issuer
    
    Unrestricted
    
    Percentage of Equity Interests OwnedHollyFrontier Corporation
    
    Black Eagle, Inc.
    
    Restricted
    
    
    100
    %HollyFrontier Corporation
    
    Eagle Consolidation LLC
    
    Restricted
    
    
    100
    %Frontier Oil and Refining Company LLC
    
    Ethanol Management Company LLC
    
    Restricted
    
    
    100
    %Frontier Refining LLC
    
    Frontier El Dorado Refining LLC
    
    Restricted
    
    
    100
    %Frontier Oil Corporation
    
    Frontier Holdings LLC
    
    Restricted
    
    
    100
    %Frontier Refining & Marketing LLC
    
    Frontier Oil and Refining Company
LLC
    
    Restricted
    
    
    100
    %HollyFrontier Corporation
    
    Frontier Oil Corporation
    
    Restricted
    
    
    100
    %Frontier Refining & Marketing LLC
    
    Frontier Pipeline LLC
    
    Restricted
    
    
    100
    %Frontier Holdings LLC
    
    Frontier Refining & Marketing LLC
    
    Restricted
    
    
    100
    %Frontier Refining & Marketing LLC
    
    Frontier Refining LLC
    
    Restricted
    
    
    100
    %Holly Biofuels LLC
    
    Holly Biofuels LLC
    
    Restricted
    
    
    100
    %HollyFrontier Corporation
    
    Holly Payroll Services, Inc.
    
    Restricted
    
    
    100
    %HollyFrontier Corporation
    
    Holly Petroleum, Inc.
    
    Restricted
    
    
    100
    %HollyFrontier Corporation
    
    Holly Realty, LLC
    
    Restricted
    
    
    100
    %HollyFrontier Corporation
    
    Holly Refining & Marketing
Company LLC
    
    Restricted
    
    
    100
    %HollyFrontier Corporation
    
    Holly Refining & Marketing 
Tulsa LLC
    
    Restricted
    
    
    100
    %HollyFrontier Corporation
    
    Holly Refining & Marketing
Company  Woods Cross LLC
    
    Restricted
    
    
    100
    %HollyFrontier Corporation
    
    Holly Refining Communications,
Inc.
    
    Restricted
    
    
    100
    %HollyFrontier Corporation
    
    Holly Transportation LLC
    
    Restricted
    
    
    100
    %HollyFrontier Corporation
    
    Holly UNEV Pipeline Company
    
    Restricted
    
    
    100
    %




---



##### 



RestrictedorHolder(s)
    
    Issuer
    
    Unrestricted
    
    Percentage of Equity Interests OwnedNavajo Western Asphalt Company
    
    Holly Western Asphalt Company
    
    Restricted
    
    
    100
    %HollyFrontier Corporation
    
    Hollymarks, LLC
    
    Restricted
    
    
    100
    %Black Eagle, Inc.
    
    HRM Montana LLC
    
    Restricted
    
    
    100
    %HollyFrontier Corporation
    
    HRM Realty, LLC
    
    Restricted
    
    
    100
    %Navajo Refining Company, L.L.C.
    
    LEA Refining Company
    
    Restricted
    
    
    100
    %Black Eagle, Inc.;
Navajo Northern, Inc.
    
    Montana Retail Company LLC
    
    Restricted
    
    Black Eagle, Inc.  50%

Navajo Northern, Inc.  50%HollyFrontier Corporation
    
    Navajo Holdings, Inc.
    
    Restricted
    
    
    100
    %Navajo Refining Company, L.L.C.
    
    Navajo Northern, Inc.
    
    Restricted
    
    
    100
    %Navajo Pipeline GP, L.L.C.;
Navajo Pipeline LP, L.L.C.
    
    Navajo Pipeline Co., L.P.
    
    Restricted
    
    Navajo Pipeline GP, L.L.C.  0.5%

Navajo Pipeline LP, L.L.C.  99.5%Navajo Holdings, Inc.
    
    Navajo Pipeline GP, L.L.C.
    
    Restricted
    
    
    100
    %Navajo Holdings, Inc.
    
    Navajo Pipeline LP, L.L.C.
    
    Restricted
    
    
    100
    %HollyFrontier Corporation
    
    Navajo Refining Company, L.L.C.
    
    Restricted
    
    
    100
    %HollyFrontier Corporation
    
    Navajo Refining GP, L.L.C.
    
    Restricted
    
    
    100
    %Navajo Refining Company, L.L.C.
    
    Navajo Western Asphalt Company
    
    Restricted
    
    
    100
    %Holly Western Asphalt Company;
Navajo Western Asphalt Company
    
    NK Asphalt Partners d/b/a Holly
Asphalt Company
    
    Restricted
    
    Holly Western Asphalt Company  51%

Navajo Western Asphalt Company  49%Holly Energy Partners  Operating, L.P.
HEP Pipeline GP, L.L.C.
    
    HEP Fin-Tex/Trust-River, L.P.
    
    Unrestricted
    
    Holly Energy Partners  Operating,
L.P.  99.999%

HEP Pipeline GP, L.L.C.  0.001%Holly Energy Partners, L.P.
    
    HEP Logistics GP, L.L.C.
    
    Unrestricted
    
    
    100
    %Navajo Pipeline Co., L.P.;

Holly Logistic Services, L.L.C.
    
    HEP Logistics Holdings, L.P.
    
    Unrestricted
    
    Navajo Pipeline Co., L.P.  99.999%

Holly Logistic Services, L.L.C.  0.001%Holly Energy Partners  Operating, L.P.
    
    HEP Mountain Home, L.L.C.
    
    Unrestricted
    
    
    100
    %Holly Energy Partners  Operating, L.P.
HEP Pipeline GP, L.L.C.
    
    HEP Navajo Southern, L.P.
    
    Unrestricted
    
    Holly Energy Partners  Operating,
L.P.  99.999% 

HEP Pipeline GP, L.L.C.  0.001%Holly Energy Partners  Operating, L.P.
    
    HEP Operations LLC
    
    Unrestricted
    
    
    100
    %




---



##### 



RestrictedorHolder(s)
    
    Issuer
    
    Unrestricted
    
    Percentage of Equity Interests OwnedHolly Energy Partners  Operating, L.P.
HEP Pipeline GP, L.L.C.
    
    HEP Pipeline Assets, Limited
Partnership
    
    Unrestricted
    
    Holly Energy Partners  Operating,
L.P.  99.999%
HEP Pipeline GP, L.L.C.  0.001%Holly Energy Partners  Operating, L.P.
    
    HEP Pipeline GP, L.L.C.
    
    Unrestricted
    
    
    100
    %Holly Energy Partners  Operating, L.P.
    
    HEP Pipeline, L.L.C.
    
    Unrestricted
    
    
    100
    %Holly Energy Partners  Operating, L.P.
HEP Refining GP, L.L.C.
    
    HEP Refining Assets, L.P.
    
    Unrestricted
    
    Holly Energy Partners  Operating,
L.P.  99.999%
HEP Refining GP, L.L.C.  0.001%Holly Energy Partners  Operating, L.P.
    
    HEP Refining GP, L.L.C.
    
    Unrestricted
    
    
    100
    %Holly Energy Partners  Operating, L.P.
    
    HEP Refining, L.L.C.
    
    Unrestricted
    
    
    100
    %Holly Energy Partners  Operating, L.P.
    
    HEP SLC, LLC
    
    Unrestricted
    
    
    100
    %Holly Energy Partners  Operating, L.P.
    
    HEP Tulsa LLC
    
    Unrestricted
    
    
    100
    %Holly Energy Partners  Operating, L.P.
    
    HEP Woods Cross, L.L.C.
    
    Unrestricted
    
    
    100
    %Holly Energy Partners, L.P.
    
    Holly Energy Finance Corp.
    
    Unrestricted
    
    
    100
    %Holly Energy Partners, L.P.;
HEP Logistics GP, L.L.C.
    
    Holly Energy Partners 
Operating, L.P.
    
    Unrestricted
    
    Holly Energy Partners, L.P.  99.999%
HEP Logistics GP, L.L.C.  0.001%HEP Logistics Holdings, L.P.
HollyFrontier Corporation and its Affiliates
Publicly Owned
    
    Holly Energy Partners, L.P.
    
    Unrestricted
    
    HEP Logistics Holdings, L.P.  2%
general partner interest
HollyFrontier Corporation and its
Affiliates  32.4%
Publicly Owned -65.6%HEP Refining, L.L.C.
    
    Holly Energy Storage  Lovington
LLC
    
    Unrestricted
    
    
    100
    %HEP Tulsa LLC
    
    Holly Energy Storage  Tulsa LLC
    
    Unrestricted
    
    
    100
    %Navajo Pipeline Co., L.P.
    
    Holly Logistic Services, L.L.C.
    
    Unrestricted
    
    
    100
    %Holly Logistic Services, L.L.C.
    
    Holly Logistics Limited LLC
    
    Unrestricted
    
    
    100
    %Holly Energy Partners  Operating, L.P.
    
    Lovington-Artesia, L.L.C.
    
    Unrestricted
    
    
    100
    %Navajo Refining GP, L.L.C.
    
    N18HN Exchange, LLC
    
    Unrestricted
    
    
    100
    %Holly Energy Partners  Operating, L.P.
    
    Roadrunner Pipeline, L.L.C.
    
    Unrestricted
    
    
    100
    %




---



##### 



RestrictedorHolder(s)
    
    Issuer
    
    Unrestricted
    
    Percentage of Equity Interests OwnedHolly UNEV Pipeline Company;
Sinclair Transportation Company
    
    UNEV Pipeline, LLC (joint venture)
    
    Unrestricted
    
    Holly UNEV Pipeline Company  75%
Sinclair Transportation Company  25%Wainoco Resources, Inc.
    
    Wainoco Oil & Gas Company
    
    Unrestricted
    
    
    100
    %Frontier Oil Corporation
    
    Wainoco Resources, Inc.
    
    Unrestricted
    
    
    100
    %HEP SLC, LLC;
Rocky Mountain Pipeline System LLC
    
    SLC Pipeline LLC (joint venture)
    
    N/A
    
    HEP SLC, LLC -25%
Rocky Mountain Pipeline System LLC  75%Holly Biofuels LLC;
Endicott Biofuels, LLC
    
    Sabine Biofuels II, LLC
(joint venture)
    
    N/A
    
    Holly Biofuels LLC  50%
Endicott Biofuels, LLC 0 50%




---



##### 



Schedule 6.8(b)
 Options, Warrants, Etc.
 1.
    
    Holly Long-Term Incentive Compensation Plan.
 2.
    
    Holly Restricted Stock and Performance Share Units.
 3.
    
    Holly Restricted Director Stock Units.
 4.
    
    FOC Omnibus Incentive Compensation Plan.
 5.
    
    FOC Restricted Stock, Stock Unit and Restricted Stock Unit Awards (some of which vested at
the effective time of the merger contemplated by the Merger Agreement and some of which were
assumed by Holly).




---



##### 



Schedule 6.10
 Taxes
 1.
    
    Holly has granted a waiver to extend the statutory period of limitations related to Hollys
2006 and 2007 federal income tax return and Hollys 2008 Utah excise tax return.
 2.
    
    A multi-state audit of Hollys and FOCs unclaimed property compliance and reporting is being
conducted for Holly for fiscal year 1981 through the present fiscal year.
 3.
    
    A South Dakota motor fuel tax audit is being conducted for FOC for the period of April 2008
through March 2011.
 4.
    
    A Utah motor fuel tax audit is being conducted for Holly for the period of January 2008
through December 2010.
 5.
    
    A federal income tax audit is currently being conducted or appealed for FOC for fiscal years
2005 through 2009 and for Holly for fiscal years 2006 through 2008.




---



##### 



Schedule 6.11
 ERISA
 Plan
    
    DescriptionThe Holly Retirement Plan
    
    A Defined Benefit Plan subject to ERISA requirements. As of
July 1, 2010, this plan is not available to newly hired
employees. Instead, such newly hired employees are
automatically enrolled in the Thrift Plan (see below).The Holly Retirement Restoration Plan
    
    An unfunded deferred compensation plan that generally mirrors
the qualified plan.Thrift Plan for Employees of Holly
Corporation, Its Affiliates &
Subsidiaries
    
    A Defined Contribution Plan subject to ERISA requirements.
Holly Corporation Employee Stock Ownership Plan merged into
this plan effective as of August 1, 1999.Directors Compensation Plan
    
    An unfunded deferred compensation plan made up of phantom
shares of Holly stock.Holly Corporation Tax Credit 
Employee Stock Ownership Plan
    
    Plan terminated effective as of July 1, 1989.BlueCross BlueShield Choice PPO 
Medical Plan
    
    A self-insured welfare benefit plan. (coverage through
BlueCross BlueShield)BlueCross BlueShield Freedom Dental 
Plan
    
    A self-insured welfare benefit plan. (coverage through
BlueCross BlueShield)The Holly Retiree Health Plan
    
    A self-insured health continuation plan closed to new
entrants as of January 1, 2011Vision Plan
    
    A self-insured welfare benefit plan (coverage through VSP)Health and Wellness Program
    
    A self-insured welfare benefit program (coverage through
BlueCross BlueShield of Texas)BlueCross BlueShield 24 Hour Med-Call
    
    A self-insured welfare benefit program. (coverage through
BlueCross BlueShield)Flexible Spending Account
    
    A financial account arrangement offered through TaxSaver Plan.Employee Assistance Program
    
    A fully insured welfare benefit program. (coverage through
Mental Health Network)Basic Group Life Insurance Plan
    
    A fully insured welfare benefit plan. (coverage through Sun
Life of Canada) (employer paid)Optional Life Insurance
    
    A fully insured welfare benefit plan. (coverage through Sun
Life of Canada)AD&D Insurance Coverage
    
    A fully insured welfare benefit plan. Coverage, if elected by
the employee is included in the Basic Group Life Insurance
Plan. (coverage through Sun Life of Canada)Optional AD&D Insurance Plan
    
    A fully insured welfare benefit plan. (coverage through Sun
Life of Canada.)Voluntary Long-Term Disability Plan
    
    A fully insured welfare benefit plan. (coverage through
MetLife Ins. Co.)Emergency Travel Assistance Services 
Program
    
    Program provides emergency medical and personal assistance
while traveling. (coverage through Sun Life of Canada)Short Term Disability Plan (sick pay)
    
    A self-insured welfare benefit plan. Note that sick pay is
included under this plan. (employer paid)Short Term Disability Plan (Woods 
Cross) (sick pay)
    
    A self-insured welfare benefit plan covering only employees
of Woods Cross. (employer paid)CHUBB Voluntary Accident Insurance
    
    Company funded benefit; employee can buy up to a certain
level to increase coverage.




---



##### 



Plan
    
    DescriptionCHUBB Business Travel and
Occupational Hazard (AD&D)
    
    A fully insured welfare benefit program providing
occupational AD&D coverage, including full business hazard
and corporate aircraft.Paid Vacation Policy
    
    Company-funded benefit.Paid Jury Duty and Civic Duty Policy
    
    Company-funded benefit.Paid Bereavement Leave Policy
    
    Company-funded benefit.Paid Holiday Policy
    
    Company-funded benefit.Tuition Reimbursement Program
    
    Company-funded benefit.Scholarship Plan
    
    Company-funded benefit.Military, Reserve or National Guard 
Leave
    
    Company-funded benefit.Family Medical Leave Act (FMLA)
    
    Unpaid benefit.Health Insurance Allowance
    
    To 4 disabled employees who lost coverage when the Navajo
Refining Company union employees began participating in the
International Union of Operating Engineers health plan.Workers Compensation
    
    Varies by state; depends on relevant state law.Navajo Refining Co./Navajo Pipeline
Co. Quarterly Bonus Profit Sharing
Program
    
    Targeted at 5% of pay; based on financial performance of
Navajo Refining Co. and Navajo Pipeline Co.Woods Cross Annual Bonus Profit 
Sharing Program
    
    Targeted at 5% of pay; based on financial performance of
Woods CrossEmployment Agreement with Leland
Brake (NK Asphalt Partners dba Holly
Asphalt Co.)
    
    Written agreement related to full-time employment as an
employee for a term through 12/31/2011, followed by
employment as an independent contractor for a term through
12/31/2014.Employment Agreement with Patrick J.
Gribbin (Holly Refining and
Marketing  Tulsa LLC)
    
    Written employment agreement providing long-term incentive
awards, both restricted shares and performance shares, with a
total value of $100,000, subject to board approval and Holly
vesting policies.Holly Corporation Stock Option Plan
    
    Stock option plan. This plan was amended and restated as the
Holly Corporation Long-Term Incentive Compensation Plan,
effective as of December 12, 2002.Holly Corporation Long-Term 
Incentive Compensation Plan
(formerly designated the Holly 
Corporation 2000 Stock Option Plan)
    
    Plan providing for the grant of various equity and
equity-based awards or grants.Holly Corporation Annual Incentive 
Cash Bonus Compensation
    
    Applies to a select group of employees, including named
executive officers. Bonus amount depends on company
performance and Hollys discretion.Change in Control Agreements (Holly 
Corporation)
    
    Agreements provide severance benefits to eligible employees
upon a termination of employment following a change in
control.Blue Cross/Blue Shield
    
    Health care plan.Superior Vision
    
    Vision insurance plan.Frontier Oil Corporation Flexible 
Spending Plan
    
    Flex spending account.Frontier Retirement Savings Plan 
all employees
    
    401(k) plan.FOC  HR P&P Employee Benefits -
Sick Leave  No. HR201 (Policy)
    
    Sick leave plan.2x salary up to $500,000
    
    Basic life insurance




---



##### 



Plan
    
    DescriptionFOC  HR P&P Employee Benefits -
Holidays No. HR200 (Policy)
    
    Holidays.FOC  HR P&P Employee Benefits -
Vacation No. HR208 (Policy)
    
    Vacations.FOC  HR P&P General  Educational
Reimbursement Policy  No. HR415
(Policy)
    
    Education reimbursement program.Frontier Deferred Compensation Plan
for directors and employees
    
    Deferred compensation plan.Frontier Omnibus Incentive
Compensation Plan and award
agreements thereunder.
    
    Incentive plans.Executive Change in Control
Severance Agreements and Executive
Severance Agreements for FOC.
    
    Change in control and severance agreements.




---



##### 



Schedule 6.12
 Litigation




---



##### 



Schedule 6.13
 Intellectual Property
 Patents.
  Trademarks.
 Australia
 Owner
    
    Mark
    
    Goods
    
    Reg. No./App No.
    
    Reg. Date/App DateHollymarks, LLC
    
    CIRCOSOL
    
    Class 1  Chemicals
used in industry,
science;
unprocessed
artificial resins,
unprocessed
plastics, manures;
fire extinguishing
compositions;
tempering and
soldering
preparations;
chemicals for use
in the rubber
industry; rubber
compounds for
industrial use;
chemical additives
for oils

Class 4 
Industrial oils and
greases;
lubricants; dust
absorbing, wetting
and binding
compositions; fuels
(including motor
spirit) and
illuminants;
process oils;
non-chemical
additives for oils;
preservatives for
rubber (oils)
    
    1399124
(Pending)
(Awaiting Issuance
of Registration
Certificate)
    
    12/10/2010
 Canada
 Owner
    
    Mark
    
    Goods
    
    Reg. No./App No.
    
    Reg. Date/App DateHolly Corporation
    
    HOLLY (word mark)
    
    Providing advertising, marketing and
promotional services for the refined
petroleum products of others; and
petroleum refining
    
    TMA713305
    
    5/1/2008
 Schedule 6.13 - 1




---



##### 



Owner
    
    Mark
    
    Goods
    
    Reg. No./App No.
    
    Reg. Date/App DateHolly Corporation
    
    HOLLY LOGO
    
    Providing advertising, marketing and
promotional services for the refined
petroleum products of others; and
petroleum refining
    
    TMA713261
    
    5/1/2008Hollymarks, LLC
    
    CIRCO
    
    Lubricating Oil
    
    UCA28371
    
    5/26/1947Hollymarks, LLC
    
    CIRCOSOL
    
    A plasticizer for rubber
    
    UCA26266
    
    1/6/1947Hollymarks, LLC
    
    HYDROLENE
    
    An oil for use in rejuvenation of asphalt
    
    TMA321729
    
    12/12/1986Hollymarks, LLC
    
    POLYSEAL
    
    Petroleum wax compositions
    
    TMA115271
    
    9/11/1959Hollymarks, LLC
    
    SUN KOTE
    
    Rust preventative coating oil
    
    TMA115272
    
    9/11/1959Hollymarks, LLC
    
    SUNDEX
    
    A plasticizer for rubber
    
    UCA29474
    
    2/4/1948Hollymarks, LLC
    
    SUNPAR
    
    A paraffinic processed oil series
    
    TMA313281
    
    4/18/1986Hollymarks, LLC
    
    SUNPRINT
    
    Process oil for the printing ink trade
    
    TMA313282
    
    4/18/1986Hollymarks, LLC
    
    SUNSPRAY
    
    Oils sold for pest control on crops
    
    TMA313284
    
    4/18/1986Hollymarks, LLC
    
    SUNTHENE
    
    Petroleum oil for plasticized rubber
    
    TMA161184
    
    2/14/1969Hollymarks, LLC
    
    SUNTRANS
    
    Electrical oil for transformers
    
    TMA313285
    
    4/18/1986Hollymarks, LLC
    
    CIRCOSOL
    
    Class 1  Chemicals used in industry,
science; unprocessed artificial resins,
unprocessed plastics, manures; fire
extinguishing compositions; tempering
and soldering preparations; chemicals
for use in the rubber industry; rubber
compounds for industrial use; chemical
additives for oils

Class 4  Industrial oils and greases;
lubricants; dust absorbing, wetting and
binding compositions; fuels (including
motor spirit) and illuminants; process
oils; non-chemical additives for oils;
preservatives for rubber (oils)
    
    1520476
(Pending)
    
    3/23/2011
 China
 Owner
    
    Mark
    
    Goods
    
    Reg. No./App No.
    
    Reg. Date/App DateHollymarks, LLC
    
    CIRCOSOL
    
    Class 4  Industrial oils and rubber process oils
    
    8740594
(Pending)
    
    10/14/2010
 Schedule 6.13 - 2




---



##### 



Europe1
 Owner
    
    Mark
    
    Goods
    
    Reg. No./App No.
    
    Reg. Date/App DateHollymarks, LLC
    
    CIRCOSOL
    
    Class 1 (Original)
 Chemicals used in
industry, science;
unprocessed
artificial resins,
unprocessed
plastics; manures;
fire extinguishing
compositions;
tempering and
soldering
preparations;
chemicals for use
in the rubber
industry; rubber
compounds for
industrial use;
chemical additives
for oils
Class 1 (Submitted
to OHIM 5-31-11) 
Chemicals for use
in the petroleum
refining, rubber
process and
industrial oil
industry;
unprocessed
artificial resins,
unprocessed
plastics; chemicals
for use in the
rubber
industry;rubber
compounds for
industrial use;
chemical additives
for oil; none of
the aforesaid for
use in electronic
materials and solar
cells industry.
Class 4 
Industrial oils and
greases;
lubricants; dust
absorbing, wetting
and binding
compositions; fuels
(including motor
spirit) and
illuminants;
process oils;
non-chemical
additives for oils;
preservatives for
rubber (oils)
    
    009402711
(Pending)
    
    9/27/2010Hollymarks, LLC
    
    HOLLY (word mark)
    
    Class 1  Chemicals
used in industry,
science;
unprocessed
artificial resins,
unprocessed
plastics; manures;
fire extinguishing
compositions;
tempering and
soldering
preparations;
chemicals for use
in the rubber
industry; rubber
compounds for
industrial use;
chemical additives
for oils
Class 4 
Industrial oils and
greases;
lubricants; dust
absorbing, wetting
and binding
compositions; fuels
(including motor
spirit) and
illuminants;
process oils;
non-chemical
additives for oils;
preservatives for
rubber (oils)Class 40 
Treatment of
materials;
filtration and
processing services
for the petroleum
and oil industry;
refining services
of fuel, oil, crude
oil, gas,
petrochemical and
petroleum
    
    009606708
(Pending)
    
    12/17/2010
 
 1
    
    Austria, Belgium, Bulgaria, Cyprus, Czech
Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland,
Italy, Latvia, Lithuoania, Luxembourg, Malta, Netherlands, Poland, Portugal,
Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom Schedule 6.13 - 3




---



##### 



Owner
    
    Mark
    
    Goods
    
    Reg. No./App No.
    
    Reg. Date/App DateHollymarks, LLC
    
    FLAME DESIGN
GRAPHICS
    
    Class 1  Chemicals
used in industry,
science;
unprocessed
artificial resins,
unprocessed
plastics; manures;
fire extinguishing
compositions;
tempering and
soldering
preparations;
chemicals for use
in the rubber
industry; rubber
compounds for
industrial use;
chemical additives
for oils
Class 4 
Industrial oils and
greases;
lubricants; dust
absorbing, wetting
and binding
compositions; fuels
(including motor
spirit) and
illuminants;
process oils;
non-chemical
additives for oils;
preservatives for
rubber (oils)
Class 40 
Treatment of
materials;
filtration and
processing services
for the petroleum
and oil industry;
refining services
of fuel, oil, crude
oil, gas,
petrochemical and
petroleum
    
    009606724
(Pending)
    
    12/17/2010
 Hong Kong
 Owner
    
    Mark
    
    Goods
    
    Reg. No./App No.
    
    Reg. Date/App DateHollymarks, LLC
    
    CIRCOSOL
    
    Class 4 
Industrial oils and
greases;
lubricants;
dust-absorbing,
wetting, and
binding
compositions; fuels
(including motor
spirit) and
illuminants;
process oils;
non-chemical
additives for oils;
preservatives for
rubber (oils);
industrial oils,
rubber process oils
    
    301741699
    
    10/20/2010Hollymarks, LLC
    
    CIRCOSOL
    
    Class 1  Chemicals
used in industry,
science;
unprocessed
artificial resins,
unprocessed
plastics; manures;
fire extinguishing
compositions;
tempering and
soldering
preparations;
chemicals for use
in the rubber
industry; rubber
compounds for
industrial use;
chemical additives
for oils
    
    301865746
(Pending)
    
    03/22/2011
 India
 Owner
    
    Mark
    
    Goods
    
    Reg. No./App No.
    
    Reg. Date/App DateHollymarks, LLC
    
    CIRCOSOL
    
    Class 1  Chemicals for use in the petroleum
refining, rubber process and industrial oil
industry; unprocessed, artificial resins,
unprocessed plastics; chemicals for use in the
rubber industry;rubber compounds for industrial
use; chemical additives for oil; none of the
aforesaid for use in electronic materials and
solar cells industry.
    
    2120885
(Pending)
    
    3/24/2011Hollymarks, LLC
    
    CIRCOSOL
    
    Class 4  Industrial oils and rubber process oils
    
    2046107
(Pending)
    
    10/28/2010
 Schedule 6.13 - 4




---



##### 



Indonesia
 Owner
    
    Mark
    
    Goods
    
    Reg. No./App No.
    
    Reg. Date/App DateHollymarks, LLC
    
    CIRCOSOL
    
    Class 1  Chemicals
for use in the
petroleum refining,
rubber process and
industrial oil
industry;
unprocessed,
artificial resins,
unprocessed
plastics; chemicals
for use in the
rubber
industry;rubber
compounds for
industrial use;
chemical additives
for oil; none of
the aforesaid for
use in electronic
materials and solar
cells industry.
    
    D00 2011 011702
(Pending)
    
    3/2/2011Hollymarks, LLC
    
    CIRCOSOL
    
    Class 4 
Industrial oils and
greases;
lubricants; dust
absorbing, wetting
and binding
compositions; fuels
(including motor
spirit) and
illuminants;
process oils;
non-chemical
additives for oils;
preservatives for
rubber (oils)
    
    D00 2010 038656
(Pending)
    
    10/28/2010
 Japan
 Owner
    
    Mark
    
    Goods
    
    Reg. No./App No.
    
    Reg. Date/App DateHollymarks, LLC
    
    CIRCOSOL
    
    Class 4  Industrial oils and rubber process oils
    
    5392086
    
    2/18/2011Hollymarks, LLC
    
    CIRCOSOL
    
    Class 1  Chemicals for use in petroleum
refining, rubber process and industrial oil
industry; unprocessed artificial resins,
unprocessed plastics; chemicals for use in the
rubber industry; rubber compounds for industrial
use; chemical additives for oils; none of the
aforesaid for use in electronic materials and
solar cells industry
    
    2011-19959
(Pending)
    
    03/22/2011
 Schedule 6.13 - 5




---



##### 



Korea
 Owner
    
    Mark
    
    Goods
    
    Reg. No./App No.
    
    Reg. Date/App DateHollymarks, LLC
    
    CIRCOSOL
    
    Class 1 
Industrial
chemicals for use
in petroleum
refining, rubber
processing and
industrial oil
industry (not for
use in electronic
materials and solar
cells industry);
unprocessed
artificial resins
(not for use in
electronic
materials and solar
cells industry),
unprocessed
plastics (not for
use in electronic
materials and solar
cells industry);
industrial
chemicals for use
in the rubber
industry (not for
use in electronic
materials and solar
cells industry);
rubber chemical
compounds for
industrial use (not
for use in
electronic
materials and solar
cells industry);
chemical additives
for industrial oil
(not for use in
electronic
materials and solar
cells industry)
    
    (Pending)
    
    3/22/2011Hollymarks, LLC
    
    CIRCOSOL
    
    Class 4 
Industrial oils and
rubber process oils
for industrial
purposes
    
    40-2010-53495
(Pending)
    
    10/19/2010
 Mexico
 Owner
    
    Mark
    
    Goods
    
    Reg. No./App No.
    
    Reg. Date/App DateHolly Corporation
    
    HOLLY (word mark)
    
    Class 35  Providing advertising,
marketing and promotional services for
the refined petroleum products of
other
    
    1006695
    
    10/16/2007Holly Corporation
    
    HOLLY (word mark)
    
    Class 40  Petroleum refining
    
    1006159
    
    10/11/2007Holly Corporation
    
    HOLLY LOGO
    
    Class 35  Providing advertising,
marketing and promotional services for
the refined petroleum products of
others
    
    1004873
    
    9/28/2007Holly Corporation
    
    HOLLY LOGO
    
    Class 40  Petroleum refining
    
    1004874
    
    9/28/2007Hollymarks, LLC
    
    SUNPAR
    
    Class 4  Oils and greases (not edible)
    
    400300
    
    9/30/1991Hollymarks, LLC
    
    SUNSPRAY
    
    Class 5  Products for destroying
vermin, fungicides and herbicides
    
    764992
    
    10/28/2002Hollymarks, LLC
    
    CIRCOSOL
    
    Class 1  Chemicals for use in the
rubber industry; rubber compounds for
industrial use; chemical additives for
oils
    
    1166193 (Pending)
    
    3/25/2011Hollymarks, LLC
    
    CIRCOSOL
    
    Class 4  Industrial process oils;
non-chemical additives for oils;
preservatives for rubber (oils)
    
    1166195 (Pending)
    
    3/25/2011
 Schedule 6.13 - 6




---



##### 



Philippines
 Owner
    
    Mark
    
    Goods
    
    Reg. No./App No.
    
    Reg. Date/App DateHollymarks, LLC
    
    CIRCOSOL
    
    Class 1  Chemicals
used in industry,
science,
unprocessed
artificial resins,
unprocessed
plastics; manures,
fire extinguishing
compositions;
tempering and
soldering
preparations;
chemicals for use
in the rubber
industry, rubber
compounds for
industrial use;
chemical additives
for oils
    
    4-2011-003378
(Pending)
    
    3/24/2011Hollymarks, LLC
    
    CIRCOSOL
    
    Class 4 
Industrial oils and
greases;
lubricants; dust
absorbing, wetting
and binding
compositions; fuels
(including motor
spirit) and
illuminants;
process oils;
non-chemical
additives for oils;
preservatives for
rubber (oils).
    
    4-2010-013927
(Pending)
    
    12/22/2010
 Taiwan
 Owner
    
    Mark
    
    Goods
    
    Reg. No./App No.
    
    Reg. Date/App DateHollymarks, LLC
    
    CIRCOSOL
    
    Class 1  Chemicals
used in industry,
science,
unprocessed
artificial resins,
unprocessed
plastics; manures,
fire extinguishing
compositions;
tempering and
soldering
preparations;
chemicals for use
in the rubber
industry, rubber
compounds for
ndustrial use;
chemical additives
for oils
Class 4 
Industrial oils and
greases;
lubricants;
dust-absorbing,
wetting, and
binding
compositions; fuels
(including motor
spirit) and
illuminants;
process oils;
non-chemical
additives for oils;
preservatives for
rubber (oils);
industrial oils,
rubber process oils
    
    099053873
(Pending)
    
    10/29/2010
 Schedule 6.13 - 7




---



##### 



Thailand
 Owner
    
    Mark
    
    Goods
    
    Reg. No./App No.
    
    Reg. Date/App DateHollymarks, LLC
    
    CIRCOSOL
    
    Class 1  Chemicals for use in the petroleum
refining, rubber process and industrial oil
industry, science, unprocessed artificial
resins, unprocessed plastics, chemicals for
use in the rubber industry; rubber compounds
for industrial use; chemical additives for
oils, none of the aforesaid for use in the
electronic materials and solar cells
industry.
    
    800963
(Pending)
    
    3/24/2011Hollymarks, LLC
    
    CIRCOSOL
    
    Class 4  Industrial oils, rubber process oils
    
    787272
(Pending)
    
    11/11/2010
 United States
 Owner
    
    Mark
    
    Goods
    
    Reg. No./App No.
    
    Reg. Date/App DateHolly Corporation
    
    HOLLY (word mark)
    
    Class 35  Providing advertising, marketing
and promotional services for the refined
petroleum products of other
Class 40  Petroleum refining
    
    3281875
    
    8/21/2007Holly Corporation
    
    HOLLY LOGO
    
    Class 35  Providing advertising, marketing
and promotional services for the refined
petroleum products of other
Class 40  Petroleum refining
    
    3282206
    
    8/21/2007Holly Logistic 
Services, LLC
    
    HOLLY ENERGY
PARTNERS
    
    Class 39  Transportation and terminalling of
petroleum products
    
    3036845
    
    12/27/2005Hollymarks, LLC
    
    CIRCO
(stylized)CIRCO LOGO
    
    Class 4  Lubricating oil sold for special
industrial uses
    
    442163
    
    3/1/1949Hollymarks, LLC
    
    CIRCOSOL
(stylized)CIRCOSOL LOGO
    
    Class 1  Plasticizer for rubber
    
    0425145
    
    11/5/1946Hollymarks, LLC
    
    HYDROLENE
    
    Class 4  Asphalt oils, asphalt recycling
oils, and oils used for modification of
asphalt and emulsified asphalt products
    
    2308748
    
    1/18/2000Hollymarks, LLC
    
    POLYSEAL
(stylized)POLYSEAL LOGO
    
    Class 4  Petroleum was compositions for
impregnating and coating paper
    
    637361
    
    11/20/1956
 Schedule 6.13 - 8




---



##### 



Owner
    
    Mark
    
    Goods
    
    Reg. No./App No.
    
    Reg. Date/App DateHollymarks, LLC
    
    SUN AG OIL
    
    Class 4  Refined mineral oil for use as
carrier for herbicides in weed-killing spray
oils
    
    1401800
    
    7/22/1986Hollymarks, LLC
    
    SUNFLEX
    
    Class 4  Process oil primarily used in the
processing of rubber
    
    1712590
    
    9/1/1992Hollymarks, LLC
    
    SUNPAR
    
    Class 4  Petroleum oil for plasticizing rubber
    
    0829679
    
    6/6/1967Hollymarks, LLC
    
    SUNSPRAY
    
    Class 5  Insecticide
    
    0976588
    
    1/15/1974Hollymarks, LLC
    
    SUNTEC
    
    Class 4  Mineral oil and lubricating oil for
industrial purposes
    
    3703566
    
    10/27/2009Hollymarks, LLC
    
    SUNTHENE
    
    Class 4  Petroleum oil for plasticizing rubber
    
    0781961
    
    12/22/1964Hollymarks, LLC
    
    SUNTHENE
    
    Class 4  Compositions containing petroleum
oil for use as processing oils in the
manufacture of textiles, cordage, adhesives,
inks and carbon paper, wood-treating
compounds, caulking and sealant compound,
floor oils and sweeping compounds and other
products
    
    1331579
    
    4/23/1985Hollymarks, LLC
    
    SUNTRANS
    
    Class 4  Industrial Oil
    
    3730040
    
    12/22/2009Hollymarks, LLC
    
    SUNWAX
(stylized)SUNWAX LOGO
    
    Class 1  Microcrystalline and crystalline
petroleum was and having a general use in
industry
    
    0433512
    
    10/14/1947Hollymarks, LLC
    
    ULTRA-FINE
    
    Class 5  Insecticide for domestic and
agricultural use
    
    1765525
    
    4/20/1983Frontier Refining &
Marketing Inc.
    

FRONTIER LOGO
    
    Class 4  Gasoline and diesel fuel
    
    0673081
    
    1/27/1959
 Schedule 6.13 - 9




---



##### 



Owner
    
    Mark
    
    Goods
    
    Reg. No./App No.
    
    Reg. Date/App DateFrontier Oil Corporation
    

GRAPHICS
    
    Class 4  Diesel fuel
    
    2674938
    
    1/14/2003Hollymarks, LLC
    
    CIRCOSOL
    
    Class 1  Chemicals used in industry, science;
unprocessed artificial resins, unprocessed
plastics, manures; fire extinguishing
compositions; tempering and soldering
preparations; chemicals for use in the rubber
industry; rubber compounds for industrial use;
chemical additives for oils
    
    85278950
(Pending)
    
    3/28/2011
(Priority filing
date 9/28/2010
based on CTM App.
No. 9402711)Hollymarks, LLC
    
    CIRCOSOL
    
    Class 4  Industrial oils and greases;
lubricants; dust absorbing, wetting and
binding compositions; fuels (including motor
spirit) and illuminants; process oils;
non-chemical additives for oils; preservatives
for rubber (oils)
    
    85278969
(Pending)
    
    3/28/2011
(Priority filing
date 9/28/2010
based on CTM App.
No. 9402711)Holly Corporation
    
    HOLLYFRONTIER
CORPORATION
    
    Class 40  Petroleum refining.
    
    85261031
(Pending)
    
    3/8/2011
 Copyrights.
 Title
    
    Registration Number
    
    Date of RegistrationHolly Group 1 Above All Others
(Jet Window unpublished)
    
    VAu 1-059-268
    
    3/10/2011A Company About to Make a Name for
Itself in Lubricants
    
    VA 1-766-184
    
    3/24/2011
 Schedule 6.13 - 10




---



##### 



Title
    
    Registration Number
    
    Date of RegistrationBase Oils of Choice
    
    VA 1-766-277
    
    3/24/2011Process Oils of Choice
    
    VA 1-766-174
    
    3/24/2011Go ahead, drop it right in
    
    VA 1-766-278
    
    3/24/2011Theres Protection...and then theres 
Holly protection
    
    VA 1-766-279
    
    3/24/2011Hollylubricants.com website screen shots
    
    Pending
    
    Filed 3/24/2011Jet Window Wall Chart Ad
    
    Pending
    
    Filed 4/26/2011
 Schedule 6.13 - 11




---



##### 



Schedule 6.15
 Environmental Matters




---



##### 



Schedule 6.21
 Deposit Accounts
 Bank
    
    Account Name
    
    Account Number
    
    PurposeBank of America
    
    HollyFrontier Corporation
    
    
    
    
    
    Master concentrationBank of America
    
    Holly Refining & Marketing
Company LLC
    
    
    
    
    
    Wire / Lockbox / ACH receiptsBank of America
    
    Holly Refining & Marketing
Company LLC
    
    
    
    
    
    Outgoing wire / ACH paymentsBank of America
    
    Holly Refining & Marketing
Company LLC
    
    
    
    
    
    EFT settlement (direct debit
customers)Bank of America
    
    Holly Refining & Marketing
Company LLC
    
    
    
    
    
    Accounts payable controlled
disbursementBank of America
    
    Holly Refining & Marketing
Company LLC
    
    
    
    
    
    Special purpose / right of way
check paymentsBank of America
    
    Holly Refining & Marketing
Company LLC
    
    
    
    
    
    Lease crude payments (wires,
checks, & ACH)Bank of America
    
    Navajo Refining Co., L.L.C
    
    
    
    
    
    Old lease crude payments (to be
closed)Bank of America
    
    HollyPayroll Services, Inc.
    
    
    
    
    
    Payroll settlementBank of America
    
    HollyFrontier Corporation
    
    
    
    
    
    Flex spending controlled
disbursement, ACH settlementBBVA Compass
    
    HollyFrontier Corporation
    
    
    
    
    
    Compensating balance accountUMB Arizona
    
    HollyFrontier Corporation
    
    
    
    
    
    Compensating balance account




---



##### 



Bank
    
    Account Name
    
    Account Number
    
    PurposeFidelity Investments
    
    HollyFrontier Corporation
    
    
    
    
    
    Investment accountBrown Brothers Harriman
    
    HollyFrontier Corporation
    
    
    
    
    
    Investment accountUnion Bank
    
    HollyFrontier Corporation
    
    
    
    
    
    Master concentration account for
legacy FTOUnion Bank
    
    Frontier Oil and Refining
Company LLC
    
    
    
    
    
    Revenue distribution account 
legacy FTOUnion Bank
    
    Frontier Oil and Refining
Company LLC
    
    
    
    
    
    General accounts payable  legacy
FTOUnion Bank
    
    HollyFrontier Corporation
    
    
    
    
    
    Investment accountUnion Bank
    
    Frontier Refining LLC
    
    
    
    
    
    Miscellaneous account  legacy FTOFrost Bank
    
    HollyFrontier Corporation
    
    
    
    
    
    Legacy FTO corporate payments and
related sweep accountWells Fargo Bank
    
    Frontier Oil and Refining
Company LLC
    
    
    
    
    
    Lockbox and EFT settlement account
 legacy FTOWells Fargo Bank
    
    Holly Payroll Services, Inc.
    
    
    
    
    
    Payroll account  legacy FTOWells Fargo Bank
    
    HollyFrontier Corporation
    
    
    
    
    
    Section 125 account  legacy FTOWells Fargo Bank
    
    HollyFrontier Corporation
    
    
    
    
    
    Medical payments account  legacy
FTOWells Fargo Bank
    
    Frontier El Dorado Refining
LLC
    
    
    
    
    
    Petty cash account  El Dorado
refineryWells Fargo Bank
    
    Frontier Refining LLC
    
    
    
    
    
    Petty cash account  Cheyenne
refinery




---



##### 



Bank
    
    Account Name
    
    Account Number
    
    PurposeWells Fargo Bank
    
    HollyFrontier Corporation
    
    
    
    
    
    Investment account  legacy FTOWells Fargo Bank
    
    Frontier Oil Corporation
    
    
    
    
    
    Investment account  legacy FTOReich & Tang
    
    Frontier Oil Corporation
    
    
    
    
    
    Investment account  legacy FTOUS Bank
    
    Frontier Oil and Refining
Company LLC
    
    
    
    
    
    Investment account  legacy FTO
 Lockboxes
 Loan Party
    
    Name and Address of Depository Institution
    
    Account NumberHollyRefining & Marketing Company LLC
    
    Bank of America
Global Treasury Services
901 Main Street, 10th Floor
Dallas, TX 75202Frontier Oil and
Refining Company
LLC
    
    Wells Fargo Bank
1700 Lincoln, 6th Floor
Denver, CO 80203




---



##### 



Schedule 8.14
 Unrestricted Subsidiaries
 2
 
 2
    
    75% owned by Holly UNEV Pipeline Company




---



##### 



Schedule 8.16
 Post Closing Undertakings
  Deadline
    
    ItemJuly 1, 2011 prior to
or substantially
simultaneously with the
Closing Date
    
    Certified charter for HollyFrontier Corporation
from the Secretary of State of the State of
Delaware.Good Standing Certificates for the following
Loan Parties from the Secretary of State of such
entitys jurisdiction of formation:1. Frontier Refining LLC
2. Frontier El Dorado Refining LLC
3. Ethanol Management Company LLC
4. Frontier Oil and Refining Company LLC
5. Frontier Pipeline LLC
6. Frontier Refining & Marketing LLC
7. Frontier Holdings LLCGood standing certificates and certified
charter documents for the following Loan
Parties from the Secretary of State of such
entitys jurisdiction of formation:July 8, 2011
    
    1. Navajo Holdings, Inc.
2. Navajo Western Asphalt Company
3. HRM Montana LLCJuly 18, 2011
    
    To the extent not delivered on or prior to the
Closing Date, foreign qualifications for the
following Loan Parties in each jurisdiction
where its ownership, lease or operation of
properties or the conduct of its business
requires such qualification, except to the
extent that the failure to be so qualified could
not reasonably be expected to have a Material
Adverse Effect.
Holly Corporation
Holly Refining & Marketing Company LLC
Navajo Refining Company, L.L.C.
Holly Payroll Services, Inc.
Holly Petroleum, Inc.
Holly Realty, LLC
Holly Refining Communications, Inc.
Holly Transportation LLC
Holly Western Asphalt Company
HRM Realty, LLC
Lea Refining Company
Navajo Western Asphalt Company
Navajo Refining Company, L.L.C.




---



##### 



Deadline
    
    ItemA list, reasonably satisfactory to
Administrative Agent, certified by a Responsible
Officer of each Loan Party of each Loan Partys
material licensed intellectual property
(including trademarks, patents, copyrights or
other intellectual property), indicating the
type of intellectual property, the applicable
registration number, and the date of
registration and the name and address of the
licensor.An executed Intellectual Property Security
Agreement, in form reasonably acceptable to
Administrative Agent.Insurance Endorsements, in form reasonably
acceptable to Administrative Agent, as required
by Section 5.3 of the Guarantee and Collateral
Agreement.August 1, 2011
    
    Foreign Qualifications for each Loan Party that
convert into a limited liability company on June
30, 2011 in each jurisdiction where its
ownership, lease or operation of properties or
the conduct of its business requires such
qualification, except to the extent that the
failure to be so qualified could not reasonably
be expected to have a Material Adverse Effect.




---



##### 



Schedule 9.1(d)
 Existing Indebtedness
 1.
    
    Existing Senior Notes (as defined in the Credit Agreement).




---



##### 



Schedule 9.2(f)
 Existing Liens
 1.
    
    Other Liens:
 a.
    
    Colorado:
 i.
    
    Ethanol Management Company LLC in favor of Archer
Daniels Midland Company
 
    
    File No. 19882010384, filed 03/01/88, Continuation filed
02/08/93, Continuation filed 12/29/97,
Continuation filed 01/22/03
    
    Collateral: Leased Equipment
 b.
    
    Delaware:
 i.
    
    Frontier El Dorado Refining LLC in favor of De Lage
Landen Financial Services, Inc.
 
    
    File No. 32318973, filed 09/08/03, Continuation filed 07/29/08
    
    Collateral: Leased Equipment
 ii.
    
    Frontier El Dorado Refining LLC in favor of De Lage
Landen Financial Services, Inc.
 
    
    File No. 32427352, filed 09/18/03, Continuation filed 07/29/08
    
    Collateral: Leased Equipment
 iii.
    
    Frontier El Dorado Refining LLC in favor of De Lage
Landen Financial Services, Inc.
 
    
    File No. 64119475, filed 11/28/06
    
    Collateral: Leased Equipment
 iv.
    
    Frontier El Dorado Refining LLC in favor of CIT
Technologies Corporation
 
    
    File No. 64141354, filed 11/29/06
    
    Collateral: Leased Equipment
 v.
    
    Frontier El Dorado Refining LLC in favor of CIT
Technologies Corporation
 
    
    File No. 74440342, filed 11/21/07
    
    Collateral: Leased Equipment
 vi.
    
    Frontier El Dorado Refining LLC in favor of
ImageQuest, Inc.
 
    
    File No. 74621974, filed 12/07/07, Amendment filed 03/06/08
    
    Collateral: Leased Equipment
 vii.
    
    Frontier El Dorado Refining LLC in favor of De Lage
Landen Financial Services, Inc.
 Schedule 9.2(f) - 1




---



##### 




    
    File No. 90268943, filed 01/27/09
    
    Collateral: Leased Equipment
 viii.
    
    Frontier El Dorado Refining LLC in favor of De
Lage Landen Financial Services, Inc.
 
    
    File No. 91579322, filed 05/19/09
    
    Collateral: Leased Equipment
 ix.
    
    Frontier El Dorado Refining LLC in favor of
ImageQuest, Inc.
 
    
    File No. 01852775, filed 05/26/10
    
    Collateral: Copiers
 x.
    
    Frontier El Dorado Refining LLC in favor of De Lage
Landen Financial Services, Inc.
 
    
    File No. 11086704, filed 03/24/11
    
    Collateral: Leased Equipment
 xi.
    
    Frontier Refining & Marketing LLC in favor of U.S.
Bancorp Equipment Finance, Inc.
 
    
    File No. 31658767, filed 06/27/03, Amendment filed 06/22/04,
Amendment filed 06/22/04, Continuation filed 02/15/08, Termination
filed 09/11/09
    
    Collateral:
 xii.
    
    Frontier Refining & Marketing LLC in favor of U.S.
Bancorp Equipment Finance, Inc.
 
    
    File No. 40748089, filed 03/17/04, Continuation filed 11/11/08
    
    Collateral: Leased Equipment
 xiii.
    
    Frontier Refining & Marketing LLC in favor of CFS
Air, LLC
 
    
    File No. 52598762, filed 08/19/05, Continuation filed 05/17/10
    
    Collateral: Citation Airplane
 xiv.
    
    Frontier Refining & Marketing LLC in favor of Air
Liquide Industrial U.S. LP
 
    
    File No. 52909910, filed 09/20/05, Amendment filed 02/06/09,
Continuation filed 04/08/10
    
    Collateral: Leased Equipment
 xv.
    
    Frontier Refining & Marketing LLC in favor of Raven
Funding LLC
 
    
    File No. 53254464, filed 10/20/05, Continuation filed 07/14/10
    
    Collateral: Leased Equipment
 xvi.
    
    Frontier Refining & Marketing LLC in favor of
Forsythe/McArthur Associates, Inc.
 
    
    File No. 63153905, filed 09/12/06, Continuation filed 04/12/11
 Schedule 9.2(f) - 2




---



##### 




    
    Collateral: Leased Equipment
 xvii.
    
    Frontier Refining & Marketing LLC in favor of U.S.
Bancorp Oliver-Allen Technology Leasing
 
    
    File No. 64242145, filed 12/06/06
    
    Collateral: Leased Equipment
 xviii.
    
    Frontier Refining & Marketing LLC in favor of U.S. Bancorp Equipment
Finance, Inc.
 
    
    File No. 81821840, filed 05/28/08, Amendment filed 06/23/08
    
    Collateral: Leased Equipment
 xix.
    
    Frontier Refining & Marketing LLC in favor of U.S.
Bancorp Equipment Finance, Inc.
 
    
    File No. 83362892, filed 10/03/08
    
    Collateral: Leased Equipment
 xx.
    
    Frontier Refining & Marketing LLC in favor of U.S.
Bancorp Equipment Finance, Inc.
 
    
    File No. 84016935, filed 12/03/08, Amendment filed 01/29/09
    
    Collateral: Leased Equipment
 xxi.
    
    Frontier Refining & Marketing LLC in favor of U.S.
Bancorp Equipment Finance, Inc.
 
    
    File No. 90201647, filed 01/21/09
    
    Collateral: Leased Equipment
 xxii.
    
    Frontier Refining & Marketing LLC in favor of U.S.
Bancorp Equipment Finance, Inc.
 
    
    File No. 90201654, filed 01/21/09, Amendment filed 04/27/10
    
    Collateral: Leased Equipment
 xxiii.
    
    Frontier Refining & Marketing LLC in favor of Tygris Vendor Finance,
Inc.
 
    
    File No. 90940962, filed 03/25/09
    
    Collateral: Leased Equipment
 xxiv.
    
    Frontier Refining & Marketing LLC in favor of
Wells Fargo Financial Leasing, Inc.
 
    
    File No. 04538827, filed 12/21/10
    
    Collateral: Leased Equipment
 xxv.
    
    Frontier Refining & Marketing LLC in favor of
Macquarie Equipment Finance, LLC
 
    
    File No. 04543454, filed 12/22/10
    
    Collateral: Computer Equipment
 Schedule 9.2(f) - 3




---



##### 



xxvi.
    
    Frontier Refining & Marketing LLC in favor of
Macquarie Equipment Finance, LLC
 
    
    File No. 04555094, filed 12/22/10
    
    Collateral: Computer Equipment
 xxvii.
    
    Frontier Refining LLC in favor of Ameritech Credit Corporation
 
    
    File No. 40454258, filed 01/30/04, Continuation filed 10/17/08
    
    Collateral: Leased Equipment
 xxviii.
    
    Frontier Refining LLC in favor of Ameritech Credit Corporation
 
    
    File No. 40454324, filed 01/30/04, Continuation filed 10/17/08
    
    Collateral: Leased Equipment
 xxix.
    
    Frontier Refining LLC in favor of General Electric
Capital Corporation
 
    
    File No. 70541150, filed 02/12/07
    
    Collateral: Leased Equipment
 xxx.
    
    HollyFrontier Corporation, successor in interest to
Holly Corporation, in favor of Marlin Business Bank
 
    
    File No. 11820813, filed 05/13/11
    
    Collateral: Leased Equipment  Copiers, printers and other
computer equipment
 xxxi.
    
    Navajo Refining Company, L.L.C., Navajo Refining
GP, L.L.C. and HollyFrontier Corporation, successor in interest to Navajo
Refining, LP, L.L.C., in favor of IKON Financial Svcs
 
    
    File No. 81270097, filed 04/11/08, Amendment filed 11/11/08
    
    Collateral: Leased equipment
 xxxii.
    
    Navajo Refining Company, L.L.C., Navajo Refining GP, L.L.C. and
HollyFrontier Corporation, successor in interest to Navajo Refining, LP,
L.L.C., in favor of GreatAmerica Leasing Corporation
 
    
    File No. 82537312, filed 07/23/08
    
    Collateral: Various Canon copiers, scanners, and fax machines
 xxxiii.
    
    HollyFrontier Corporation, successor in interest to Navajo Refining,
LP, L.L.C., in favor of Tower Tech, Inc.
 
    
    File No. 52790781, filed 9/9/05
    
    Collateral: Specific equipment, including cooling towers and
in-line panels
 c.
    
    New Mexico:
 i.
    
    HollyFrontier Corporation, successor in interest to
Navajo Refining Company, LP, L.L.C., in favor of Air Liquide Industrial
U.S. LP
 Schedule 9.2(f) - 4




---



##### 




    
    File No. 20060013945A, filed 7/17/06; Continuation filed 6/10/2011
    
    Collateral: Vessel Serial # 1158, Low Temp Manifold Serial #
000949, Control Unit Serial # 28766, Vaporizer F8937-1-4, EZ PAD
Serial # 10x15x16
 d.
    
    Utah:
 i.
    
    Holly Refining & Marketing Company LLC in favor of
Revco Leasing Company
 
    
    File No. 359731200901, filed 3/09/09
    
    Collateral: Copiers, scanners and other computer equipment
 ii.
    
    Holly Refining & Marketing Company LLC in favor of
Revco Leasing Company
 
    
    File No. 344466200801, filed 5/23/08
    
    Collateral: Copiers, scanners and other computer equipment
 Schedule 9.2(f) - 5




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##### 



Schedule 9.6
 Investments
 1.
    
    1,000,000 shares of Connacher common stock (0.22% of outstanding equity
interests).32.
    
    $267,000,000 Investment in UNEV Pipeline.3.
    
    $10,000,000 Investment in Sabine Biofuels II, LLC, a joint venture, by HollyBiofuels LLC with
Endicott Biofuels, LLC to help address renewable fuel standards.
 
 3
    
    Holly received such stock as part of the
consideration from the sale of the Montana refinery assets owned by HRM Montana
LLC, formerly known as Montana Refining Company, a Partnership, in April 2006. Schedule 9.6 - 1




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##### 



Schedule 9.8
 Affiliate Transactions
 No.
    
    INTERCOMPANY AGREEMENTMLP IPO Transaction (2004)1
    
    
    CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of July 13, 2004, by and between HollyFrontier
Corporation, formerly known as Holly Corporation, Navajo Pipeline Co., L.P., Holly Logistic Services,
L.L.C., HEP Logistics Holdings, L.P., Holly Energy Partners, L.P., HEP Logistics GP, L.L.C., HEP Operating
Company, LP, HEP Mountain Home, L.L.C., Navajo Refining Company, L.P., Lorefco, Inc., HEP Refining, L.L.C.,
HEP Refining GP, L.L.C., HEP Refining Assets, L.P., GEP Pipeline, L.L.C., HEP Pipeline GP, L,L.C., HEP
Pipeline Assets, Limited Partnership, Woods Cross Refining Company, L.L.C., HEP Woods Cross, L.L.C., and
HEP Navajo Southern, L.P.2
    
    
    PIPELINES AND TERMINALS AGREEMENTdated as of July 13, 2004, by and between HollyFrontier Corporation,
formerly known as Holly Corporation, Navajo Refining Company, L.P., Holly Refining & Marketing Company,
Holly Logistic Services, L.L.C., HEP Logistics Holdings, L.P., Holly Energy Partners, L.P., HEP Logistics
GP, L.L.C., and HEP Operating Company, LP.Intermediate Pipelines Transaction (2005)3
    
    
    PURCHASE AND SALE AGREEMENT, dated as of July 6, 2005, by and between HollyFrontier Corporation, formerly
known as Holly Corporation, and Navajo Pipeline Co., L.P., as Seller Parties, and Holly Energy Partners,
L.P., Holly Energy Partners-Operating, L.P. and HEP Pipeline, L.L.C., as Buyer Parties.4
    
    
    SIDE LETTER AGREEMENT RE: INSTALLATION OF PUMP STATION ON INTERMEDIATE PIPELINES, dated as of July 6, 2005,
by and between HollyFrontier Corporation, formerly known as Holly Corporation, and Holly Energy Partners,
L.P.5
    
    
    ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of July 8, 2005, by and between Navajo Pipeline Co., L.P.,
Navajo Refining Company, L.P., and HEP Pipeline, L.L.C.6
    
    
    CONTRIBUTION AGREEMENT, dated as of July 8, 2005, by and between HollyFrontier Corporation, formerly known
as Holly Corporation, Navajo Pipeline Co., L.P. and Navajo Refining Company, L.P., as Transferor Parties,
and Holly Energy Partners, L.P., Holly Energy Partners Operating, L.P. and HEP Pipeline, L.L.C., as
Transferee Parties.7
    
    
    PIPELINES AGREEMENT, dated as of July 8, 2005, by and between HollyFrontier Corporation, formerly known as
Holly Corporation, Navajo Refining Company, L.P., Holly Energy Partners, L.P., Holly Energy
Partners Operating, L.P., HEP Pipeline, L.L.C., HEP Logistics Holdings, L.P., Holly Logistic Services,
L.L.C., and HEP Logistics GP, L.L.C.7A
    
    
    AMENDED AND RESTATED INTERMEDIATE PIPELINES AGREEMENT, dated as of June 1, 2009, by and between
HollyFrontier Corporation, formerly known as Holly Corporation, Holly Refining & Marketing Company LLC (as
successor in interest to Navajo Refining Company, L.L.C.), Holly Energy Partners, L.P., Holly Energy
Partners Operating, L.P., HEP Pipeline, L.L.C., Lovington Artesia, L.L.C., HEP Logistics Holdings, L.P.,
Holly Logistic Services, L.L.C., HEP Logistics GP, L.L.C., and HEP Logistics GP, L.L.C., as AMENDED BY THAT
CERTAIN AMENDMENTto Amended and Restated Intermediate Pipelines Agreement, dated as of December 9, 2010.Drop Down Assets Transaction (2008)8
    
    
    PURCHASE AND SALE AGREEMENT, dated as of February 25, 2008, by and between HollyFrontier Corporation,
formerly known as Holly Corporation, Navajo Pipeline Co., L.P., Woods Cross Refining Company, L.L.C. and
Navajo Refining Company, L.L.C., as Seller Parties, and Holly Energy Partners, L.P., Holly Energy Partners
Operating, L.P., HEP Woods Cross, L.L.C and HEP Pipeline, L.L.C., as Buyer Parties.9
    
    
    ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of February 29, 2008, by and between Navajo Pipeline Co.,
L.P., Woods Cross Refining Company, L.L.C., Navajo Refining Company, L.L.C., HEP Woods Cross, L.L.C., and
HEP Pipeline, L.L.C.10
    
    
    CONTRIBUTION AGREEMENT, dated as of February 29, 2008, by and between HollyFrontier Corporation, formerly
known as Holly Corporation, Navajo Pipeline Co., L.P., Woods Cross Refining Company, L.L.C. and Navajo
Refining Company, L.L.C., as Transferor Parties, and Holly Energy Partners, L.P., Holly Energy Partners
Operating, L.P., HEP Woods Cross, L.L.C. and HEP Pipeline, L.L.C., as Transferee Parties.11
    
    
    LEASE AND ACCESS AGREEMENT (ARTESIA), dated as of February 29, 2008, by and between Navajo Refining
Company, L.L.C., as lessor, and HEP Pipeline, L.L.C., as lessee.12
    
    
    LEASE AND ACCESS AGREEMENT (LOVINGTON), dated as of February 29, 2008, by and between Navajo Refining
Company, L.L.C., as lessor, and HEP Pipeline, L.L.C., as lessee.




---



##### 



No.
    
    INTERCOMPANY AGREEMENT13
    
    
    LEASE AND ACCESS AGREEMENT (WOODS CROSS), dated as of February 29, 2008, by and between Woods Cross
Refining Company, L.L.C., as lessor, and HEP Woods Cross, L.L.C., as lessee.14
    
    
    PIPELINES AND TANKAGE AGREEMENT, dated as of February 29, 2008, by and among HollyFrontier Corporation,
formerly known as Holly Corporation, Navajo Pipeline Co., L.P., Navajo Refining Company, L.L.C., Woods
Cross Refining Company, L.L.C., Holly Energy Partners, L.P., Holly
Energy Partners-Operating, L.P., HEP
Pipeline, LLC, and HEP Woods Cross, L.L.C.14A
    
    
    AMENDED AND RESTATED CRUDE PIPELINES AND TANKAGE AGREEMENT, dated as of December 1, 2009, by and between
Holly Refining & Marketing Company LLC (as successor in interest to Navajo Refining Company, L.L.C.), Holly
Refining & Marketing Company Woods Cross, Holly Refining & Marketing Company, Holly Energy
Partners-Operating, L.P., HEP Pipeline, LLC, HEP Woods Cross, L.L.C.15
    
    
    SITE SERVICES AGREEMENT (ARTESIA), dated as of February 29, 2008, by and between Navajo Refining Company,
L.L.C. and HEP Pipeline, L.L.C.16
    
    
    SITE SERVICES AGREEMENT (LOVINGTON), dated as of February 29, 2008, by and between Navajo Refining Company,
L.L.C. and HEP Pipeline, L.L.C.17
    
    
    SITE SERVICES AGREEMENT (WOODS CROSS), dated as of February 29, 2008, by and between Woods Cross Refining
Company, L.L.C. and HEP Woods Cross, L.L.C.Lovington Artesia Transaction (2009)18
    
    
    ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS, dated as of June 1, 2009, by and between Navajo Pipeline
Co., L.P. and Holly Energy Partners-Operating, L.P.19
    
    
    LLC INTEREST PURCHASE AGREEMENT, dated as of June 1, 2009, by and between HollyFrontier Corporation,
formerly known as Holly Corporation, and Navajo Pipeline Co., L.P.,
as seller, and Holly Energy Partners-Operating, L.P., as buyer.20
    
    
    AMENDED AND RESTATED INTERMEDIATE PIPELINES AGREEMENT, dated as of June 1, 2009, by and between
HollyFrontier Corporation, formerly known as Holly Corporation, Holly Refining & Marketing Company LLC (as
successor in interest to Navajo Refining Company, L.L.C.), Holly Energy Partners, L.P., Holly Energy
Partners-Operating, L.P., HEP Pipeline, L.L.C., Lovington Artesia, L.L.C., HEP Logistics Holdings, L.P.,
Holly Logistic Services, L.L.C., HEP Logistics GP, L.L.C., and HEP Logistics GP, L.L.C, as AMENDED BY THAT
CERTAIN AMENDMENTto Amended and Restated Intermediate Pipelines Agreement, dated as of December 9, 2010.Tulsa Racks Transaction (2009)21
    
    
    ASSET PURCHASE AGREEMENT (TULSA TRUCK AND RAIL EQUIPMENT), dated as of August 1, 2009, by and between Holly
Refining & Marketing Tulsa LLC, as seller, and HEP Tulsa LLC, as buyer.22
    
    
    EQUIPMENT SITES, ACCESS AND RAIL LINE LICENSE AGREEMENT (TULSA TRUCK AND RAIL EQUIPMENT TULSA COUNTY,
OKLAHOMA), dated as of August 1, 2009, by and between Holly
Refining & Marketing-Tulsa LLC and HEP Tulsa
LLC.23
    
    
    TULSA EQUIPMENT AND THROUGHPUT AGREEMENT, dated as of August 1, 2009, by and between Holly Refining &
Marketing Company LLC (as successor in interest to Holly Refining
& Marketing-Tulsa LLC)and HEP Tulsa
LLC, as AMENDED BY THAT CERTAIN AMENDMENTto Tulsa Equipment and Throughput Agreement, dated as of December
9, 2010.24
    
    

TULSA PURCHASE OPTION AGREEMENT, dated as of August 1, 2009, by and between Holly Refining & Marketing-Tulsa LLC and HEP Tulsa LLC.Roadrunner/ Beeson Transactions (2009/2010)25
    
    
    ASSET PURCHASE AGREEMENT (BEESON PIPELINE), dated as of December 1, 2009, by and between HollyFrontier
Corporation, formerly known as Holly Corporation, and Navajo Pipeline Co., L.P., as Seller, and HEP
Pipeline, L.L.C., as Buyer.26
    
    
    ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS (ROADRUNNER PIPELINE, L.L.C.), dated as of December 1,
2009, by and between Navajo Pipeline Co., L.P. and Holly Energy
Partners-Operating, L.P.27
    
    
    LLC INTEREST PURCHASE AGREEMENT, dated as of December 1, 2009, by and between HollyFrontier Corporation,
formerly known as Holly Corporation, and Navajo Pipeline Co., L.P.,
as Seller, and Holly Energy Partners-Operating, L.P., as Buyer.28
    
    
    PIPELINE THROUGHPUT AGREEMENT (ROADRUNNER), dated as of December 1, 2009, by and between Holly Refining &
Marketing Company LLC (as successor in interest to Navajo Refining Company, L.L.C.)and Holly Energy
Partners-Operating, L.P.




---



##### 



No.
    
    INTERCOMPANY AGREEMENTTulsa East/ Lovington Transaction (2010)29
    
    
    ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS, dated as of March 31, 2010, by and between Holly
Refining & MarketingTulsa, LLC and HEP Tulsa LLC.30
    
    
    ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS, dated as of March 31, 2010, by and between Lea Refining
Company and HEP Refining, L.L.C.31
    
    
    FIRST AMENDED AND RESTATED LEASE AND ACCESS AGREEMENT (EAST TULSA), dated as of March 31, 2010, by and
between Holly Refining & MarketingTulsa LLC, as lessor, HEP Tulsa LLC and Holly Energy Storage Tulsa
LLC, as lessees.32
    
    
    FIRST AMENDED AND RESTATED PIPELINES, TANKAGE AND LOADING RACK THROUGHPUT AGREEMENT (TULSA EAST), dated as
of March 31, 2010, by and between Holly Refining & Marketing Company LLC (as successor in interest to Holly
Refining & MarketingTulsa, LLC), HEP Tulsa LLC, and Holly Energy Storage Tulsa LLC, AS AMENDED BY THAT
CERTAIN AMENDMENTto First Amended and Restated Pipelines, Tankage and Loading Rack Throughput Agreement
(Tulsa East), dated June 11, 2010.33
    
    
    FIRST AMENDED AND RESTATED SITE SERVICES AGREEMENT (TULSA EAST), dated as of March 31, 2010, by and between
Holly Refining & MarketingTulsa LLC, HEP Tulsa LLC, and Holly Energy Storage Tulsa LLC.34
    
    
    FIRST AMENDMENT TO PIPELINE SYSTEMS OPERATING AGREEMENT, dated as of March 31, 2010, by and between Navajo
Refining Company, L.L.C., Lea Refining Company, Woods Cross Refining Company, L.L.C., Holly Refining &
MarketingTulsa LLC, and Holly Energy Partners Operating, L.P., as operator.35
    
    
    LEASE AND ACCESS AGREEMENT (LOVINGTON ASPHALT LOADING RACK AND TERMINAL BUILDING), dated as of March 31,
2010, by and between Lea Refining Company, as lessor, and Holly Energy StorageLovington LLC, as lessee.36
    
    
    LLC INTEREST PURCHASE AGREEMENT (EAST TANKS/LOVINGTON), dated as of March 31, 2010, by and between
HollyFrontier Corporation, formerly known as Holly Corporation, and Holly Refining & MarketingTulsa,
LLC and Lea Refining Company, as sellers, and HEP Tulsa LLC and HEP Refining, L.L.C., as buyers.37
    
    
    LOADING RACK THROUGHPUT AGREEMENT (LOVINGTON), dated as of March 31, 2010, by and between Navajo Refining
Company, LLC and Holly Energy StorageLovington LLC.Miscellaneous Agreements/ Transactions38
    
    
    FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT, dated as of March 31, 2010, by and among HollyFrontier
Corporation, formerly known as Holly Corporation, Holly Energy Partners, L.P. and certain of their
respective subsidiaries.39
    
    
    OPTION AGREEMENT, dated January 31, 2008, by and among HollyFrontier Corporation, formerly known as Holly
Corporation, Holly UNEV Pipeline Company, Navajo Pipeline Co., L.P., Holly Logistic Services, L.L.C., HEP
Logistics Holdings, L.P., Holly Energy Partners, L.P., HEP Logistics GP, L.L.C. and Holly Energy Partners 
Operating, L.P.40
    
    
    GAS TRANSPORTATION AGREEMENT, dated as of March 1, 2009, by and between Holly Energy PartnersOperating,
LP and Holly Refining & Marketing Company LLC (as successor in interest to Navajo Refining Company,
L.L.C.), as AMENDED BY THAT CERTAIN AMENDMENTbetween Holly Energy PartnersOperating, LP and Holly
Refining & Marketing Company LLC (as successor in interests to Navajo Refining Company, L.L.C.), dated as
of May 1, 2009.41
    
    
    AMENDED AND RESTATED REFINED PRODUCT PIPELINES AND TERMINALS AGREEMENT, dated as of December 1, 2009, to be
effective as of February 1, 2009, by and among Holly Refining & Marketing Company LLC (as successor in
interest to Navajo Refining Company, L.L.C. and Holly Refining &
Marketing Company  Woods Cross), Holly
Energy PartnersOperating, L.P., HEP Pipeline Assets, Limited Partnership, HEP Pipeline, L.L.C., HEP
Refining Assets, L.P., HEP Refining, L.L.C., HEP Mountain Home, L.L.C. and HEP Woods Cross, L.L.C.42
    
    
    AMENDED AND RESTATED CRUDE PIPELINES AND TANKAGE AGREEMENT, dated as of December 1, 2009, by and between
Holly Refining & Marketing Company LLC (as successor in interest to Navajo Refining Company, L.L.C.), Holly
Refining & Marketing Company  Woods Cross, Holly Refining & Marketing Company, Holly Energy
PartnersOperating, L.P., HEP Pipeline, LLC, HEP Woods Cross, L.L.C.43
    
    
    PIPELINE SYSTEMS OPERATING AGREEMENT, dated as of February 8, 2010, by and between Navajo Refining Company,
L.L.C., Lea Refining Company, Woods Cross Refining Company, L.L.C., Holly Refining & Marketing Tulsa
LLC, and Holly Energy PartnersOperating, L.P., as operator.




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No.
    
    INTERCOMPANY AGREEMENT43A
    
    
    FIRST AMENDMENT TO PIPELINE SYSTEMS OPERATING AGREEMENT, dated as of March 31, 2010, by and between Navajo
Refining Company, L.L.C., Lea Refining Company, Woods Cross Refining Company, L.L.C., Holly Refining &
MarketingTulsa LLC, and Holly Energy Partners Operating, L.P., as operator.44
    
    
    TULSA REFINERY INTERCONNECTS TERM SHEET, by and between Holly Refining & MarketingTulsa and HEP Tulsa LLC,
dated August 9, 2010, as AMENDED BY THAT CERTAIN AMENDMENTto Tulsa Refinery Interconnects Term Sheet dated
December 31, 2010.45
    
    
    EL DORADO PROCESSING AGREEMENTS: Processing Agreement Letter dated January 4, 2007 (LIFO)
 Processing Agreement Letter dated January 4, 2007 (TAR Restatements)
 Processing Agreement between Frontier El Dorado Refining LLC and Frontier Oil and Refining Company
LLC dated as of November 199946
    
    
    CHEYENNE PROCESSING AGREEMENTS:  Amended Agreement Letter between Frontier Oil and Refining Company LLC and Frontier Refining LLC
dated January 4, 2007 (LIFO)

  Amended Agreement Letter between Frontier Oil and Refining Company LLC and Frontier Refining LLC
dated January 4, 2007 (TAR Restatements)

  Amended and Restated Agreement between Frontier Oil and Refining Company LLC and Frontier Refining
LLC dated June 1998

  First Amendment to Processing Agreement between Frontier Oil and Refining Company LLC and Frontier
Refining LLC dated June 1998

  Extension Agreement between Frontier Oil and Refining Company LLC and Frontier Refining LLC dated
July 1992

  Processing Agreement between Frontier Oil and Refining Company LLC and Frontier Refining LLC dated
July 198847
    
    
    MANAGEMENT AGREEMENTS:  Amended and Restated Management Agreement between Frontier Oil and Refining Company LLC and
Frontier Refining & Marketing LLC dated June 1998

  Management Agreement between Frontier Oil and Refining Company LLC and Frontier Oil Corporation
dated June 1988

  Management Agreement between Frontier El Dorado Refining LLC and Frontier Refining & Marketing LLC
dated November 1999

  Amended and Restated Management Agreement between Frontier Refining LLC and Frontier Refining &
Marketing LLC dated June 1998

  Management Agreement between Frontier Refining LLC and Frontier Oil Corporation dated June 1988

  Amended and Restated Management Agreement between Frontier Pipeline LLC and Frontier Refining &
Marketing LLC dated June 1998

  Management Agreement between Frontier Pipeline LLC and Frontier Oil Corporation dated June 198848
    
    
    TAX SHARING AGREEMENTS:  Tax Sharing Agreement between Frontier Oil Corporation, Frontier Holdings LLC, Wainoco Resources,
Inc., Frontier Refining & Marketing LLC, Frontier Refining LLC, Frontier Oil and Refining Company LLC and
Frontier El Dorado Refining LLC dated September 2006




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No.
    
    MORTGAGE/ SECURITY AGREEMENTIntermediate Pipelines Transaction (2005)1
    
    
    Mortgage and Deed of Trust (with Security Agreement and Financing
Statement), dated as of July 8, 2005, by HEP Pipeline, L.L.C., as
Grantor, to John N. Patterson, as Trustee, for the benefit of
HollyFrontier Corporation, formerly known as Holly Corporation, as
Beneficiary, recorded in the real property records of Eddy County, New
Mexico in Book 604, Page 190.2
    
    
    Mortgage and Deed of Trust (with Security Agreement and Financing
Statement), dated as of July 8, 2005, by HEP Pipeline, L.L.C., as
Grantor, to John N. Patterson, as Trustee, for the benefit of
HollyFrontier Corporation, formerly known as Holly Corporation, as
Beneficiary, recorded in the real property records of Lea County, New
Mexico in Book 1387, Page 210.DropDown Assets Transaction (2008)3
    
    
    Mortgage and Deed of Trust (with Security Agreement and Financing
Statement), dated effective as of February 29, 2008, by HEP Pipeline,
L.L.C., as Grantor, to Christopher J. Dewar, as Trustee, for the
benefit of HollyFrontier Corporation, formerly known as Holly
Corporation, as Beneficiary, recorded in the real property records of
Gaines County, Texas at Document # 2008-0963.4
    
    
    Mortgage and Deed of Trust (with Security Agreement and Financing
Statement), dated effective as of February 29, 2008, by HEP Pipeline,
L.L.C., as Grantor, to Christopher J. Dewar, as Trustee, for the
benefit of HollyFrontier Corporation, formerly known as Holly
Corporation, as Beneficiary, recorded in the real property records of
Yoakum County, Texas at Document # 2008-415.5
    
    
    Mortgage, Line of Credit Mortgage and Deed of Trust (with Security
Agreement and Financing Statement), dated effective as of February 29,
2008, by HEP Pipeline, L.L.C., as Grantor, to John N. Patterson, as
Trustee, for the benefit of HollyFrontier Corporation, formerly known
as Holly Corporation, as Beneficiary, recorded in the real property
records of Chaves County, New Mexico in Book 611, Page 829.6
    
    
    Mortgage, Line of Credit Mortgage and Deed of Trust (with Security
Agreement and Financing Statement), dated effective as of February 29,
2008, by HEP Pipeline, L.L.C., as Grantor, to John N. Patterson, as
Trustee, for the benefit of HollyFrontier Corporation, formerly known
as Holly Corporation, as Beneficiary, recorded in the real property
records of Eddy County, New Mexico in Book 730, Page 204.7
    
    
    Mortgage, Line of Credit Mortgage and Deed of Trust (with Security
Agreement and Financing Statement), dated effective as of February 29,
2008, by HEP Pipeline, L.L.C., as Grantor, to John N. Patterson, as
Trustee, for the benefit of HollyFrontier Corporation, formerly known
as Holly Corporation, as Beneficiary, recorded in the real property
records of Lea County, New Mexico in Book 1567, Page 421.8
    
    
    Fee and Leasehold Deed of Trust (with Security Agreement and Financing
Statement), dated effective as of February 29, 2008, by HEP Woods
Cross, L.L.C., as Grantor, to Lamont R. Richardson, as Trustee, for
the benefit of HollyFrontier Corporation, formerly known as Holly
Corporation, as Beneficiary, recorded in the real property records of
Davis County, Utah in Book 4543, Page 1471.LovingtonArtesia Transaction (2009)9
    
    
    Mortgage, Line of Credit Mortgage and Deed of Trust (with Security
Agreement and Financing Statement), dated effective as of June 1,
2009, by LovingtonArtesia, L.L.C., as Grantor, to John N. Patterson,
as Trustee, for the benefit of HollyFrontier Corporation, formerly
known as Holly Corporation, as Beneficiary, recorded in the real
property records of Eddy County, New Mexico in Book 780, Page 354.10
    
    
    Mortgage, Line of Credit Mortgage and Deed of Trust (with Security
Agreement and Financing Statement), dated effective as of June 1,
2009, by LovingtonArtesia, L.L.C., as Grantor, to John N. Patterson,
as Trustee, for the benefit of HollyFrontier Corporation, formerly
known as Holly Corporation, as Beneficiary, recorded in the real
property records of Lea County, New Mexico in Book 1634, Page 762.




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No.
    
    MORTGAGE/ SECURITY AGREEMENTSouth System Expansion (2009)11
    
    
    Mortgage and Deed of Trust (with Security Agreement and Financing
Statement), dated effective as of September 29, 2009, by HEP Pipeline
Assets, Limited Partnership and Holly Energy Partners, L.P.,
individually and collectively as Grantor, to Russell W. Oshman, as
Trustee, for the benefit of HollyFrontier Corporation, formerly known
as Holly Corporation, as Beneficiary, recorded in the real property
records of Culberson County, Texas at Document # 64809.12
    
    
    Mortgage and Deed of Trust (with Security Agreement and Financing
Statement), dated effective as of September 29, 2009, by HEP Pipeline
Assets, Limited Partnership and Holly Energy Partners, L.P.,
individually and collectively as Grantor, to Russell W. Oshman, as
Trustee, for the benefit of HollyFrontier Corporation, formerly known
as Holly Corporation, as Beneficiary, recorded in the real property
records of El Paso County, Texas at Document # 20090070381.13
    
    
    Mortgage, Line of Credit Mortgage and Deed of Trust (with Security
Agreement and Financing Statement), dated effective as of September
29, 2009, by HEP Pipeline Assets, Limited Partnership and Holly Energy
Partners, L.P., individually and collectively as Grantor, to John N.
Patterson, as Trustee, for the benefit of HollyFrontier Corporation,
formerly known as Holly Corporation, as Beneficiary, recorded in the
real property records of Eddy County, New Mexico in Book 792, Page
225.Tulsa Racks Transaction (2009)14
    
    
    UCC Financing Statement, listing HEP Tulsa LLC as Debtor and Holly
Refining & Marketing  Tulsa LLC as Secured Party, filed with the
Delaware Secretary of State at Filing # 2009-3467807, securing HEP
Tulsa LLCs performance under that certain Purchase Option Agreement
dated effective as of August 1, 2009, between HEP Tulsa LLC and Holly
Refining & Marketing Tulsa LLC.Roadrunner/ Beeson Transactions (2009/2010)15
    
    
    Mortgage, Line of Credit Mortgage and Deed of Trust (with Security
Agreement and Financing Statement), dated effective as of December 31,
2009, by HEP Pipeline, L.L.C. and Holly Energy Partners, L.P.,
individually and collectively as Grantor, to John N. Patterson, as
Trustee, for the benefit of HollyFrontier Corporation, formerly known
as Holly Corporation, as Beneficiary, recorded in the real property
records of Eddy County, New Mexico in Book 801, Page 941.16
    
    
    Mortgage, Line of Credit Mortgage and Deed of Trust (with Security
Agreement and Financing Statement), dated effective as of December 31,
2009, by HEP Pipeline, L.L.C. and Holly Energy Partners, L.P.,
individually and collectively as Grantor, to John N. Patterson, as
Trustee, for the benefit of HollyFrontier Corporation, formerly known
as Holly Corporation, as Beneficiary, recorded in the real property
records of Lea County, New Mexico in Book 1663, Page 244.17
    
    
    Mortgage and Deed of Trust (with Security Agreement and Financing
Statement), dated effective as of December 31, 2009, by Roadrunner
Pipeline, L.L.C., as Grantor, to Russell W. Oshman, as Trustee, for
the benefit of HollyFrontier Corporation, formerly known as Holly
Corporation, as Beneficiary, recorded in the real property records of
Cochran County, Texas in Book 293, Page 664.18
    
    
    Mortgage and Deed of Trust (with Security Agreement and Financing
Statement), dated effective as of December 31, 2009, by Roadrunner
Pipeline, L.L.C., as Grantor, to Russell W. Oshman, as Trustee, for
the benefit of HollyFrontier Corporation, formerly known as Holly
Corporation, as Beneficiary, recorded in the real property records of
Hockley County, Texas in Book 868, Page 451.19
    
    
    Mortgage and Deed of Trust (with Security Agreement and Financing
Statement), dated effective as of December 31, 2009, by Roadrunner
Pipeline, L.L.C., as Grantor, to Russell W. Oshman, as Trustee, for
the benefit of HollyFrontier Corporation, formerly known as Holly
Corporation, as Beneficiary, recorded in the real property records of
Yoakum County, Texas at Document # 2010-116.




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##### 



No.
    
    MORTGAGE/ SECURITY AGREEMENT20
    
    
    Mortgage, Line of Credit Mortgage and Deed of Trust (with Security
Agreement and Financing Statement), dated effective as of December 31,
2009, by Roadrunner Pipeline, L.L.C., as Grantor, to John N.
Patterson, as Trustee, for the benefit of HollyFrontier Corporation,
formerly known as Holly Corporation, as Beneficiary, recorded in Lea
County, New Mexico in Book 1663, Page 369.Tulsa East/ Lovington Transaction (2010)21
    
    
    Security Agreement, dated effective as of April 30, 2010, between
Holly Energy Storage  Lovington LLC, as Grantor, and HollyFrontier
Corporation, formerly known as Holly Corporation, as Grantee.22
    
    
    Security Agreement, dated effective as of April 30, 2010, between HEP
Tulsa LLC and Holly Energy Storage  Tulsa LLC, individually and
collectively as Grantor, and HollyFrontier Corporation, formerly known
as Holly Corporation, as Grantee.Miscellaneous Agreements/ Transactions23
    
    

Pending
Security Agreement between Holly Energy Partners  Operating,
L.P., as Grantor, and HollyFrontier Corporation, formerly known as
Holly Corporation, as Grantee.24
    
    
    Pending Security Agreement between HEP Pipeline, L.L.C., as Grantor,
and HollyFrontier Corporation, formerly known as Holly Corporation, as
Grantee.25
    
    
    Pending Security Agreement between HEP Woods Cross, L.L.C., as
Grantor, and HollyFrontier Corporation, formerly known as Holly
Corporation, as Grantee.




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Schedule 12.2
 Notices